SecProbe.io

CORRESP
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 filename1.htm

 smsi20250812_corresp.htm

 August 13, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance, Office of Technology

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Kathleen Krebs

 Re:

 Acceleration Request of Smith Micro Software, Inc.

 Registration Statement on Form S-1

 Filed August 7, 2025

 File No. 333-289351

 Request for Acceleration of Effectiveness

 Dear Ms. Krebs:

 Pursuant to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, Smith Micro Software, Inc. (the “Company”) hereby respectfully requests acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-289351), so that it may become effective on August 15, 2025 at 5:00 p.m., Eastern Time, or as soon thereafter as practicable. The Company hereby authorizes Brian Novosel, Esq., and Jennifer Minter, Esq. of Buchanan Ingersoll & Rooney PC, counsel to the Company, to orally modify or withdraw this request for acceleration.

 Please contact Brian Novosel of Buchanan Ingersoll & Rooney PC, counsel to the Company, at (412) 562-5266, or in his absence, Jennifer Minter at (412) 562-8444, to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.

 Sincerely,

 Smith Micro Software, Inc.

 By:

 /s/ Timothy C. Huffmyer

 Timothy C. Huffmyer

 Vice President, Chief Operating Officer, Chief Financial Officer

 and Treasurer

 cc:

 William W. Smith, Jr., Chairman of the Board, President and Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 13, 2025

William W. Smith, Jr.
Chief Executive Officer
Smith Micro Software, Inc.
5800 Corporate Drive
Pittsburgh, PA 15237

 Re: Smith Micro Software, Inc.
 Registration Statement on Form S-1
 Filed August 7, 2025
 File No. 333-289351
Dear William W. Smith Jr.:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Kathleen Krebs at 202-551-3350 or Matthew Derby at
202-551-
3334 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Jennifer Minter, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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 Document May 14, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance, Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attention: Uwem Bassey; Jeff Kauten Re: Acceleration Request of Smith Micro Software, Inc. Registration Statement on Form S-3 Filed May 7, 2025 File No. 333-287029 Request for Acceleration of Effectiveness Dear Messrs. Bassey and Kauten: Pursuant to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, Smith Micro Software, Inc. (the “Company”) hereby respectfully requests acceleration of the effective date of the above-referenced Registration Statement on Form S-3 (File No. 333-287029), so that it may become effective on Friday, May 16, 2025, at 5:00 p.m., Eastern Time, or as soon thereafter as practicable. The Company hereby authorizes Brian Novosel, Esq., and Jennifer Minter, Esq. of Buchanan Ingersoll & Rooney PC, counsel to the Company, to orally modify or withdraw this request for acceleration. Please contact Brian Novosel of Buchanan Ingersoll & Rooney PC, counsel to the Company, at (412) 562-5266, or in his absence, Jennifer Minter at (412) 562-8444, to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter. Sincerely, Smith Micro Software, Inc. By: /s/ James M. Kempton James M. Kempton Vice President, Chief Financial Officer and Treasurer cc: William W. Smith, Jr., Chairman of the Board, President and Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 13, 2025

Jim Kempton
Chief Financial Officer
Smith Micro Software, Inc.
5800 Corporate Drive
Pittsburgh, PA 15237

 Re: Smith Micro Software, Inc.
 Registration Statement on Form S-3
 Filed May 7, 2025
 File No. 333-287029
Dear Jim Kempton:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rule 461 regarding requests for acceleration. We remind
you that the
company and its management are responsible for the accuracy and adequacy of
their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Uwem Bassey at 202-551-3433 of Jeff Kauten at
202-551-3447 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Brian Novosel
</TEXT>
</DOCUMENT>

CORRESP
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July 8, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance, Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Uwem Bassey; Matt Derby

Re: Acceleration Request of Smith Micro Software, Inc.

 Registration Statement on Form S-1

 Filed June 27, 2024

 File No. 333-280542

 Request for Acceleration of Effectiveness

Dear Messrs. Bassey and Derby:

Pursuant to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, Smith Micro Software, Inc. (the “Company”) hereby respectfully requests acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-280542), so that it may become effective on July 10, 2024, at 5:00 p.m., Eastern Time, or as soon thereafter as practicable. The Company hereby authorizes Brian Novosel, Esq., and Jennifer Minter, Esq. of Buchanan Ingersoll & Rooney PC, counsel to the Company, to orally modify or withdraw this request for acceleration.

Please contact Brian Novosel of Buchanan Ingersoll & Rooney PC, counsel to the Company, at (412) 562-5266, or in his absence, Jennifer Minter at (412) 562-8444, to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.

Sincerely,

Smith Micro Software, Inc.

By: /s/ James M. Kempton

 James M. Kempton

 Vice President, Chief Financial Officer

and Treasurer

cc: William W. Smith, Jr., Chairman of the Board, President and Chief Executive Officer

July 3, 2024
Jennifer M. Reinke
General Counsel
SMITH MICRO SOFTWARE, INC.
5800 Corporate Drive
Pittsburgh, PA 15237
Re:SMITH MICRO SOFTWARE, INC.
Registration Statement on Form S-1
Filed June 27, 2024
File No. 333-280542
Dear Jennifer M. Reinke:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Uwem Bassey at 202-551-3433 or Matt Derby at 202-551-3334 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Jennifer Minter

CORRESP
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June 30, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Mail Stop 4561

Washington, D.C.  20549-4631

Attention:          Austin Pattan, Staff Attorney

Mitchell Austin, Staff Attorney

Re:       Acceleration Request of Smith Micro Software, Inc.

Registration Statement on Form S-3, Filed June 22, 2023

File No. 333-272827

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Smith Micro Software, Inc. (the “Company”) respectfully requests that the Staff of the Division of Corporation Finance of the Securities and Exchange Commission accelerate the effective date of the Company’s Registration Statement on Form S-3 (Registration No. 333-272827) (the “Registration Statement”), so that it will be declared effective at 5:00 p.m., Eastern time, on July 3, 2023, or as soon as practicable thereafter. The Company authorizes Brian Novosel and Jennifer Minter of Buchanan Ingersoll & Rooney PC, counsel to the Company, to orally modify or withdraw this request for acceleration.

It would be appreciated if, as soon as the Registration Statement is declared effective, you would inform Brian Novosel of Buchanan Ingersoll & Rooney PC, counsel to the Company, at (412) 562-5266.

Sincerely,

Smith Micro Software, Inc.

By: /s/ James Kempton

 Chief Financial Officer

cc:    William W. Smith, Jr., Chief Executive Officer

United States securities and exchange commission logo
June 28, 2023
William Smith, Jr.
Chief Executive Officer
Smith Micro Software, Inc.
120 Vantis, Suite 350
Aliso Viejo, CA 92656
Re:Smith Micro Software, Inc.
Registration Statement on Form S-3
Filed June 22, 2023
File No. 333-272827
Dear William Smith:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Austin Pattan, Staff Attorney, at (202) 551-6756 or Mitchell Austin, Staff
Attorney, at (202) 551-3574 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Brian Novosel

United States securities and exchange commission logo
September 13, 2022
Jennifer Reinke
General Counsel
Smith Micro Software, Inc.
5800 Corporate Drive
Pittsburgh, PA 15237
Re:Smith Micro Software, Inc.
Registration Statement on Form S-3
Filed September 2, 2022
File No. 333-267255
Dear Ms. Reinke:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Priscilla Dao, Staff Attorney, at (202) 551-5997 or Jan Woo, Legal Branch
Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jennifer Minter

CORRESP
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Document

September 13, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Mail Stop 4561

Washington, D.C.  20549-4631

Attention: Jan Woo, Legal Branch Chief

 Priscilla Dao, Staff Attorney

Re: Acceleration Request of Smith Micro Software, Inc.

 Registration Statement on Form S-3, Filed September 2, 2022

 File No. 333-267255

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Smith Micro Software, Inc. (the “Company”) respectfully requests that the Staff of the Division of Corporation Finance of the Securities and Exchange Commission accelerate the effective date of the Company’s Registration Statement on Form S-3 (Registration No. 333-267255) (the “Registration Statement”), so that it will be declared effective at 5:00 p.m., Eastern time, on September 14, 2022, or as soon as practicable thereafter. The Company authorizes Jennifer Minter and Brian Novosel of Buchanan Ingersoll & Rooney PC, counsel to the Company, to orally modify or withdraw this request for acceleration.

It would be appreciated if, as soon as the Registration Statement is declared effective, you would inform Brian Novosel of Buchanan Ingersoll & Rooney PC, counsel to the Company, at (412) 562-5266.

Sincerely,

Smith Micro Software, Inc.

By: /s/James M. Kempton

 James M. Kempton

 Chief Financial Officer

cc: William W. Smith, Jr., Chief Executive Officer

Smith Micro Software, Inc.        5800 Corporate Drive, 5th Floor        Pittsburgh, Pennsylvania 15237 U.S.A.        www.smithmicro.com

CORRESP
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May 11, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Mail Stop 4561

Washington, D.C.  20549-4631

Attention:Jan Woo, Legal Branch Chief

Mitchell Austin, Staff Attorney

Re:Acceleration Request of Smith Micro Software, Inc.

Registration Statement on Form S-3, Filed May 4, 2022

File No. 333-264667

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Smith Micro Software, Inc. (the “Company”) respectfully requests that the Staff of the Division of Corporation Finance of the Securities and Exchange Commission accelerate the effective date of the Company’s Registration Statement on Form S-3 (Registration No. 333-264667) (the “Registration Statement”), so that it will be declared effective at 5:00 p.m., Eastern time, on May 12, 2022, or as soon as practicable thereafter.  The Company authorizes Brian Novosel and Jennifer Minter of Buchanan Ingersoll & Rooney PC, counsel to the Company, to orally modify or withdraw this request for acceleration.

It would be appreciated if, as soon as the Registration Statement is declared effective, you would inform Brian Novosel of Buchanan Ingersoll & Rooney PC, counsel to the Company, at (412) 562-5266.

Sincerely,

Smith Micro Software, Inc.

By:      /s/ James M. Kempton

Chief Financial Officer

cc:William W. Smith, Jr., Chief Executive Officer

United States securities and exchange commission logo
May 10, 2022
William W. Smith, Jr.
Chief Executive Officer
Smith Micro Software, Inc.
5800 Corporate Drive
Pittsburgh, PA 15237
Re:Smith Micro Software, Inc.
Registration Statement on Form S-3
Filed May 4, 2022
File No. 333-264667
Dear Mr. Smith:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Mitchell Austin, Staff Attorney, at (202) 551-3574 or, in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Brian Novosel

CORRESP
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July 6, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Mail Stop 4561

Washington, D.C.  20549-4631

Attention:Jan Woo, Legal Branch Chief

Katherine Wray, Staff Attorney

Re:Acceleration Request of Smith Micro Software, Inc.

Registration Statement on Form S-3, Filed June 25, 2021

File No. 333-257405

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Smith Micro Software, Inc. (the “Company”) respectfully requests that the Staff of the Division of Corporation Finance of the Securities and Exchange Commission accelerate the effective date of the Company’s Registration Statement on Form S-3 (Registration No. 333-257405) (the “Registration Statement”), so that it will be declared effective at 5:00 p.m., Eastern time, on July 7, 2021, or as soon as practicable thereafter. The Company authorizes Jennifer Minter and Brian Novosel of Buchanan Ingersoll & Rooney PC, counsel to the Company, to orally modify or withdraw this request for acceleration.

It would be appreciated if, as soon as the Registration Statement is declared effective, you would inform Brian Novosel of Buchanan Ingersoll & Rooney PC, counsel to the Company, at (412) 562-5266.

Sincerely,

Smith Micro Software, Inc.

By:      /s/ Timothy C. Huffmyer

Chief Financial Officer

cc:William W. Smith, Jr., Chief Executive Officer

United States securities and exchange commission logo
June 30, 2021
Timothy C. Huffmyer
Vice President and Chief Financial Officer
Smith Micro Software, Inc.
5800 Corporate Drive
Pittsburgh, PA 15237
Re:Smith Micro Software, Inc.
Registration Statement on Form S-3
Filed June 25, 2021
File No. 333-257405
Dear Mr. Huffmyer:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Katherine Wray, Staff Attorney, at 202-551-3483 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Brian Novosel

United States securities and exchange commission logo
May 12, 2020
Timothy C. Huffmyer
Chief Financial Officer
Smith Micro Software, Inc.
120 Vantis, Suite 350
Aliso Viejo, CA 92656
Re:Smith Micro Software, Inc.
Registration Statement on Form S-3
Filed May 7, 2020
File No. 333-238053
Dear Mr. Huffmyer:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Mitchell Austin, Staff Attorney, at (202) 551-3574 or, in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Brian Novosel, Esq.

CORRESP
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May 12, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Mail Stop 4561

Washington, D.C.  20549-4631

Attention:Jan Woo, Legal Branch Chief

Mitchell Austin, Staff Attorney

Re:Acceleration Request of Smith Micro Software, Inc.

Registration Statement on Form S-3, Filed May 7, 2020

File No. 333-238053

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Smith Micro Software, Inc. (the “Company”) respectfully requests that the Staff of the Division of Corporation Finance of the Securities and Exchange Commission accelerate the effective date of the Company’s Registration Statement on Form S-3 (Registration No. 333-238053) (the “Registration Statement”), so that it will be declared effective at 5:00 p.m., Eastern time, on May 13, 2020, or as soon as practicable thereafter.  The Company authorizes Brian Novosel and Jennifer Minter of Buchanan Ingersoll & Rooney PC, counsel to the Company, to orally modify or withdraw this request for acceleration.

It would be appreciated if, as soon as the Registration Statement is declared effective, you would inform Brian Novosel of Buchanan Ingersoll & Rooney PC, counsel to the Company, at (412) 562-5266.

Sincerely,

Smith Micro Software, Inc.

By:      /s/ Timothy C. Huffmyer

Chief Financial Officer

cc:William W. Smith, Jr., Chief Executive Officer

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March 20, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Mail Stop 4561

Washington, D.C.  20549-4631

Attention:Jan Woo, Legal Branch Chief

Edwin Kim, Staff Attorney

Re:Acceleration Request of Smith Micro Software, Inc.

Registration Statement on Form S-3, Filed March 8, 2019

File No. 333-230154

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Smith Micro Software, Inc. (the “Company”) respectfully requests that the Staff of the Division of Corporation Finance of the Securities and Exchange Commission accelerate the effective date of the Company’s Registration Statement on Form S-3 (Registration No. 333-230154) (the “Registration Statement”), so that it will be declared effective at 5:00 p.m., Eastern time, on March 21, 2019, or as soon as practicable thereafter.  The Company authorizes Jennifer Minter and Brian Novosel of Buchanan Ingersoll & Rooney PC, counsel to the Company, to orally modify or withdraw this request for acceleration.

It would be appreciated if, as soon as the Registration Statement is declared effective, you would inform Brian Novosel of Buchanan Ingersoll & Rooney PC, counsel to the Company, at (412) 562-5266.

Sincerely,

Smith Micro Software, Inc.

By:      /s/ Timothy C. Huffmyer

Chief Financial Officer

cc:William W. Smith, Jr., Chief Executive Officer

March 15, 2019
William W. Smith, Jr.
Chief Executive Officer
Smith Micro Software, Inc.
51 Columbia
Aliso Viejo, CA 92656
Re:Smith Micro Software, Inc.
Registration Statement on Form S-3
Filed March 8, 2019
File No. 333-230154
Dear Mr. Smith:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Edwin Kim, Staff Attorney, at (202) 551-3297 or Jan Woo, Legal Branch
Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Brian Novosel, Esq.

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December 6, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Mail Stop 4561

Washington, D.C.  20549-4631

Attention:Jan Woo, Legal Branch Chief

Michael Foland, Attorney-Advisor

Re:Acceleration Request of Smith Micro Software, Inc.

Registration Statement on Form S-3, Filed November 21, 2018

File No. 333-228519

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Smith Micro Software, Inc. (the “Company”) respectfully requests that the Staff of the Division of Corporation Finance of the Securities and Exchange Commission accelerate the effective date of the Company’s Registration Statement on Form S-3 (Registration No. 333-228519) (the “Registration Statement”), so that it will be declared effective at 5:00 p.m., Eastern time, on December 6, 2018, or as soon as practicable thereafter. The Company authorizes Jennifer Minter and Brian Novosel of Buchanan Ingersoll & Rooney PC, counsel to the Company, to orally modify or withdraw this request for acceleration.

It would be appreciated if, as soon as the Registration Statement is declared effective, you would inform Brian Novosel of Buchanan Ingersoll & Rooney PC, counsel to the Company, at (412) 562-5266.

Sincerely,

Smith Micro Software, Inc.

By:      /s/ Timothy C. Huffmyer

Chief Financial Officer

cc:William W. Smith, Jr., Chief Executive Officer

November 30, 2018
William Smith, Jr.
Chief Executive Officer
Smith Micro Software, Inc.
51 Columbia
Aliso Viejo, CA 92656
Re:Smith Micro Software, Inc.
Registration Statement on Form S-3
Filed November 21, 2018
File No. 333-228519
Dear Mr. Smith:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            You may contact Jeff Kauten, Attorney-Advisor, at (202) 551-3447, or in his absence,
Jan Woo, Legal Branch Chief, at (202) 551-3453, with any questions.  If you require further
assistance, please contact Barbara C. Jacobs, Assistant Director, at (202) 551-3730.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Jennifer R. Minter

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August 27, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Mail Stop 4561

Washington, D.C.  20549-4631

Attention:Jan Woo, Legal Branch Chief

Jeff Kauten, Attorney-Advisor

Re:Acceleration Request of Smith Micro Software, Inc.

Registration Statement on Form S-3, Filed August 17, 2018

File No. 333-226918

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Smith Micro Software, Inc. (the “Company”) respectfully requests that the Staff of the Division of Corporation Finance of the Securities and Exchange Commission accelerate the effective date of the Company’s Registration Statement on Form S-3 (Registration No. 333-226918) (the “Registration Statement”), so that it will be declared effective at 5:00 p.m., Eastern time, on August 28, 2018, or as soon as practicable thereafter.  The Company authorizes Jennifer Minter and Brian Novosel of Buchanan Ingersoll & Rooney PC, counsel to the Company, to orally modify or withdraw this request for acceleration.

It would be appreciated if, as soon as the Registration Statement is declared effective, you would inform Brian Novosel of Buchanan Ingersoll & Rooney PC, counsel to the Company, at (412) 562-5266.

Sincerely,

Smith Micro Software, Inc.

By:      /s/ Timothy C. Huffmyer

Chief Financial Officer

cc:William W. Smith, Jr., Chief Executive Officer

August 22, 2018
William W. Smith
Chief Executive Officer
Smith Micro Software, Inc.
51 Columbia
Aliso Viejo, CA 92656
Re:Smith Micro Software, Inc.
Registration Statement on Form S-3
Filed August 17, 2018
File No. 333-226918
Dear Mr. Smith:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            You may contact Jeff Kauten, Attorney-Advisor, at (202) 551-3447, or in his absence,
Jan Woo, Legal Branch Chief, at (202) 551-3453, with any questions.  If you require further
assistance, please contact Barbara C. Jacobs, Assistant Director, at (202) 551-3730.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Brian Novosel, Esq.

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June 18, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Mail Stop 4561

Washington, D.C.  20549-4631

Attention:Jan Woo, Legal Branch Chief

Michael Foland, Attorney-Advisor

Re:Acceleration Request of Smith Micro Software, Inc.

Registration Statement on Form S-3, Filed June 1, 2018

File No. 333-225389

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Smith Micro Software, Inc. (the “Company”) respectfully requests that the Staff of the Division of Corporation Finance of the Securities and Exchange Commission accelerate the effective date of the Company’s Registration Statement on Form S-3 (Registration No. 333-225389) (the “Registration Statement”), so that it will be declared effective at 5:00 p.m., Eastern time, on June 19, 2018, or as soon as practicable thereafter.  The Company authorizes Jennifer Minter and Brian Novosel of Buchanan Ingersoll & Rooney PC, counsel to the Company, to orally modify or withdraw this request for acceleration.

It would be appreciated if, as soon as the Registration Statement is declared effective, you would inform Jennifer Minter of Buchanan Ingersoll & Rooney PC, counsel to the Company, at (412) 562-8444.

Sincerely,

Smith Micro Software, Inc.

By:      /s/ Timothy C. Huffmyer

Chief Financial Officer

cc:William W. Smith, Jr., Chief Executive Officer

June 12, 2018
William W. Smith
Chief Executive Officer
Smith Micro Software, Inc.
51 Columbia
Aliso Viejo, CA 92656
Re:Smith Micro Software, Inc.
Registration Statement on Form S-3
File No. 333-225389
Filed June 1, 2018
Dear Mr. Smith:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Michael Foland, Attorney-Advisor at (202) 551-6711 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Brian Novosel

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April 17, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Mail Stop 4561

Washington, D.C.  20549-4631

Attention:Barbara C. Jacobs, Assistant Director

Jeff Kauten, Attorney-Advisor

Re:Acceleration Request of Smith Micro Software, Inc.

Registration Statement on Form S-3, Filed April 4, 2018

File No. 333-224143

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Smith Micro Software, Inc. (the “Company”) respectfully requests that the Staff of the Division of Corporation Finance of the Securities and Exchange Commission accelerate the effective date of the Company’s Registration Statement on Form S-3 (Registration No. 333-224143) (the “Registration Statement”), so that it will be declared effective at 5:00 p.m., Eastern time, on April 18, 2018, or as soon as practicable thereafter.  The Company authorizes Jennifer Minter and Brian Novosel of Buchanan Ingersoll & Rooney PC, counsel to the Company, to orally modify or withdraw this request for acceleration.

It would be appreciated if, as soon as the Registration Statement is declared effective, you would inform Jennifer Minter of Buchanan Ingersoll & Rooney PC, counsel to the Company, at (412) 562-8444.

Sincerely,

Smith Micro Software, Inc.

By:      /s/ Timothy C. Huffmyer

Chief Financial Officer

cc:William W. Smith, Jr., Chief Executive Officer

Mail Stop 4561

April 1 1, 2018

William W. Smith, Jr.
Chief Executive Officer
Smith Micro Software, Inc.
51 Columbia
Aliso Viejo, CA 92656

Re: Smith Micro Software, Inc.
  Registration Statement on Form S-3
Filed  April 4, 2018
  File No.  333-224143

Dear Mr. Smith :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

You may contact Jeff Kauten, Attorney -Advisor, at (202)  551-3447, or in his absence, me at
(202) 551 -3453, with any questions.   If you require further assistance, please contact Barbara C.
Jacobs, Assistant Director, at (202) 551 -3730.

Sincerely,

/s/ Jan Woo

Jan Woo
Legal Branch Chief
Office of Information Technologies
and Services

cc:  Jennifer R. Minter, Esq.
 Buchanan Ingersoll & Rooney PC

CORRESP
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filename1.htm

Acceleration Request

 SMITH MICRO SOFTWARE, INC.

51 Columbia, Suite 200

 Aliso
Viejo, CA 92656

 February 8, 2017

 Filed via Edgar

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

Re:
Smith Micro Software, Inc.

Registration Statement on Form S-3 (File No. 333-215786)

 Acceleration Request

Requested Date:     Friday, February 10, 2017

Requested Time:    10:00 a.m. Eastern Time

Ladies and Gentlemen:

 Smith Micro Software,
Inc. (the “Registrant”) hereby requests, in accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, that the Securities and Exchange Commission (the “Commission”) take
appropriate action to make the Registrant’s Registration Statement on Form S-3 (File No. 333-215786) effective at the Requested Date and Requested Time as set forth above, or as soon thereafter as practicable.

In delivering such request, the Registrant acknowledges and agrees that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please advise the undersigned at (949) 362-2393 or via email at syasbek@smithmicro.com when the order
permitting such Registration Statement to become effective is issued.

Very truly yours,

SMITH MICRO SOFTWARE, INC.

By:

/s/ Steven M. Yasbek

Steven M. Yasbek

Chief Financial Officer

cc:
Allen Z. Sussman, Esq., Loeb & Loeb LLP (telephone (310) 282-2000)

Mail Stop 4561
February 6 , 2017

William W. Smith, Jr.
Chief Executive Officer
Smith Micro Software, Inc.
51 Columbia
Aliso Viejo, CA 92656

Re: Smith Micro Software , Inc.
  Registration Statement on Form S-3
Filed  January 27, 2017
  File No.  333-215786

Dear Mr. Smith :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rule 461  regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwith standing any review, comments, action or absence of action by the staff.

Please  contact me at (202) 551 -3483  with any questions.

Sincerely,

 /s/ Katherine Wray

 Katherine Wray
Attorney -Advisor
Office of Information
Technologies and Services

cc:  Allen Z. Sussman, Esq.
 Loeb  & Loeb LLP

CORRESP
1
filename1.htm

CORRESP

 SMITH MICRO SOFTWARE, INC.

51 Columbia, Suite 200

 Aliso
Viejo, CA 92656

 October 5, 2016

 Filed via Edgar

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

Re:
Smith Micro Software, Inc.

Registration Statement on Form S-3 (File No. 333-213778)

 Acceleration Request

Requested Date:     Friday, October 7, 2016

Requested Time:    10:00 a.m. Eastern Time

Ladies and Gentlemen:

 Smith Micro Software,
Inc. (the “Registrant”) hereby requests, in accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, that the Securities and Exchange Commission (the “Commission”) take
appropriate action to make the Registrant’s Registration Statement on Form S-3 (File No. 333-213778) effective at the Requested Date and Requested Time as set forth above, or as soon thereafter as practicable.

In delivering such request, the Registrant acknowledges and agrees that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please advise the undersigned at (949) 362-2393 or via email at syasbek@smithmicro.com when the order
permitting such Registration Statement to become effective is issued.

 Very truly yours,

SMITH MICRO SOFTWARE, INC.

By:

/s/ Steven M. Yasbek

Steven M. Yasbek

Chief Financial Officer

cc:
Allen Z. Sussman, Esq., Loeb & Loeb LLP

Mail Stop 4561

September  29, 2016

William W. Smith, Inc.
Chief Executive Officer
Smith Micro Software, Inc.
51 Columbia
Aliso Viejo, CA 92656

Re: Smith Micro Software, Inc.
  Registration Statement on Form S-3
Filed  September  23, 2016
  File No.  333-213778

Dear Mr. Smith :

This is to advise you that we have not  reviewed and will not review your registration
statement .

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 the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   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 the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in th e filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

William W. Smith, Inc.
Smith Micro Software, Inc.
September  29, 2016
Page 2

 Please refer to Rule s 460 and  461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities u nder
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Edwin Kim, Attor ney-Advisor,  at (202) 551 -3297 or me at (202) 551 -3453
with any questions.

Sincerely,

 /s/ Jan Woo

Jan Woo
Branch Chief -Legal
Office of Information Technologies
and Services

cc:  Allen Z. Sussman, Esq.
Loeb & Loeb LLP

CORRESP
1
filename1.htm

CORRESP

 SMITH MICRO SOFTWARE, INC.

51 Columbia, Suite 200

 Aliso
Viejo, CA 92656

 September 8, 2016

 Filed via Edgar

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

Re:
Smith Micro Software, Inc.

Registration Statement on Form S-3 (File No. 333-213194)

 Acceleration Request

Requested Date:     Monday, September 12, 2016

Requested Time:    10:00 a.m. Eastern Time

Ladies and Gentlemen:

 Smith Micro Software,
Inc. (the “Registrant”) hereby requests, in accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, that the Securities and Exchange Commission (the “Commission”) take
appropriate action to make the Registrant’s Registration Statement on Form S-3 (File No. 333-213194) effective at the Requested Date and Requested Time as set forth above, or as soon thereafter as practicable.

In delivering such request, the Registrant acknowledges and agrees that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please advise the undersigned at (949) 362-2393 or via email at syasbek@smithmicro.com when the order permitting such
Registration Statement to become effective is issued.

Very truly yours,

SMITH MICRO SOFTWARE, INC.

By:

/s/ Steven M. Yasbek

Steven M. Yasbek

Chief Financial Officer

 cc:    Allen Z. Sussman, Esq., Loeb & Loeb LLP

Mail Stop 4561

August 23, 2016

William W. Smith, Jr.
Chief Executive Officer
Smith Micro Software, Inc.
51 Columbia
Aliso Viejo, CA 92656

Re: Smith Micro Software, Inc.
  Registration Statement on Form S-3
Filed  August 18, 2016
  File No.  333-213194

Dear Mr. Smith :

This is to advise you that we have not  reviewed and will not review your registration
statement .

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 the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   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 the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in th e filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

William W. Smith, Jr.
Smith Micro Software, Inc.
August 23, 2016
Page 2

 Please refer to Rule  461 regarding requests for  acceleration .  We will consider a written
request for acceleration of the effective date of the registration statement as confirmation of the
fact that those requesting acceleration are aware of their respective responsibilities  under the
Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Mitchell Austin, Staff Attorney,  at (202) 551 -3574 or me at (202) 551 -
3453  with any quest ions.

Sincerely,

 /s/ Jan Woo

Jan Woo
Legal Branch Chief
Office of Information Technologies
and Services

cc: Allen Z. Sussman, Esq.
Loeb & Loeb LLP

January 25, 2012
Via Facsimile
William W. Smith, Jr. Chairman of the Board, President and  Chief Executive Officer Smith Micro Software, Inc. 51 Columbia Aliso Viejo, CA 92656
Re: Smith Micro Software, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2010
Filed on February 25, 2011 Forms 10-Q for the Fiscal Quarters Ended March 31 and June 30, 2011 Filed on May 4 and August 3, 2011 File No. 000-26536

Dear Mr. Smith:
 We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
  /s/ Stephen G. Krikorian
Stephen G. Krikorian Accounting Branch Chief

CORRESP
1
filename1.htm

Correspondence

 October 17, 2011

 Filed Via Edgar

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F. Street,
NE

 Washington, DC 20549

Attention: Stephen G. Krikorian

Re:
Smith Micro Software, Inc. (File No. 000-26536)

Form 10-K for the Fiscal Year Ended December 31, 2010

Filed on February 25, 2011

Form 10-Q for the Fiscal Quarters Ended March 31 and June 30, 2011

Filed on May 5 and August 3, 2011

 Dear Mr. Krikorian:

 We are filing this letter in response to additional
comments received from the Staff of the Securities and Exchange Commission by letter dated October 4, 2011 with respect to the above-referenced filings of Smith Micro Software, Inc. (the “Company”). Our initial response letter
was filed on September 9, 2011. The numbering of the paragraphs below corresponds to the numbering of your letter, the text of which we have incorporated into this response letter for convenience.

Form 10-K for the Fiscal Year Ended December 31, 2010

1.
We note, from your response to prior comment 1, that during your annual goodwill impairment analysis, the fair value of the Productivity and Graphics operating
unit was only marginally greater than the operating unit’s net assets while the fair value of your other reporting unit, Wireless, “was significantly greater” than the carrying value. Please tell us the estimated fair value, the net
book value and the amount of goodwill assigned to each of your operating units for purposes of your annual goodwill impairment analysis as of December 31, 2010.

Based on our formal valuation analysis of reporting units as of December 31, 2010, below were the Step 1 results (amounts in $
millions):

 Reporting Unit

Fair Value

Book Value

Goodwill

 Productivity and Graphics

$
16.9

$
14.5

$
9.6

 Wireless

$
286.6

$
142.4

$
84.6

 Corporate/Other

$
61.4

$
61.4

—

 151 Columbia,
Aliso Viejo, California 92656 Phone: (949)362-5800 Fax: (949)362-2300

 Stephen G. Krikorian

 October
17, 2011

  Page
 2

 For our third quarter 2011 valuation analysis, we elected to allocate Corporate/Other
back to the other two Reporting Units.

 Form 10-Q for the Fiscal Quarter Ended March 31, 2011

2.
On February 8, 2011 you suspended your previously announced 2011 revenue guidance. In your press release you stated that you believed that the revenue
shortfall was “a result of [y]our customer carrying sufficient inventory to support sales of mobile broadband services for the first quarter.” This statement suggests that the revenue recognized from the inventory sales had already been
recognized and that Verizon’s sales of products containing your software would have no impact on your revenue. Please explain how this statement is consistent with your revenue recognition policy. In this regard, your response to prior comment
4 stated that Verizon had purchased approximately 1.5 million licenses in the fourth quarter of 2010. Our understanding is that revenue is recognized upon device activation and not license delivery. Therefore, while Verizon purchased a large
number of licenses prior to year end, our understanding is that you would not have recognized revenue from those license sales until the devices were activated.

We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed and determinable, and
collectability is probable as required by FASB ASC Topic No. 985-605, Software-Revenue Recognition. We recognize revenue from sales of our software to our customers or end users as completed products are shipped and title passes, or from
royalties generated as authorized customers duplicate our software if the other requirements are met. If the requirements are not met at the date of shipment, revenue is not recognized until these elements are known or resolved.

Revenues from sales to Verizon (as well as sales to other wireless carriers) are generally recognized when the customer takes title to
the license and the license is deemed to be delivered, and as otherwise required by FASB ASC Topic No. 985-605, Software-Revenue Recognition. There is a no return provision in our contract with Verizon, as the software purchased is custom
software. Device activation is generally not the trigger for revenue recognition for these sales.

 With regards to the
1.5 million Verizon licenses in question, revenue is recognized upon shipment to Verizon or Verizon’s designated OEM device manufacturers. Upon shipment, the license to the software has been transferred to Verizon, delivery is deemed to
have been accomplished and there is no right of return of the software. We ship according to Verizon purchase orders specifying the quantities to ship.

 For 10% or less of sales to Verizon (not included in the 1.5 million licenses in question), revenue is recognized by a download or activation report. On occasion, Verizon customers download our
software from the Verizon website. If this occurs, Verizon provides a download report which we use to calculate a license royalty due to Smith Micro. In a small number of

 51
Columbia, Aliso Viejo, California 92656 Phone: (949)362-5800 Fax: (949)362-2300

 Stephen G. Krikorian

 October
17, 2011

  Page
 3

other cases, Verizon customers purchase new laptops that have a pre-installed embedded Verizon network capable modem. For such sales, our software is preloaded on the new laptop. Verizon provides
Smith Micro a report of customers who activate the embedded modem using our software, which constitutes a software license sale. Likewise, our software is included ‘in the box’ of certain Verizon smartphones which enable the smartphone to
be used as a tethered modem similar to a USB modem. If a customer elects to use their smartphone in a tethered manner, they must activate the service with Verizon. Once a tethered smartphone is activated using Smith Micro software, the Company earns
a royalty.

3.
Tell us when you became aware that Verizon had entered into an agreement to sell a version of Apple’s iPhone. Tell us whether any of your revenue from
Verizon will be iPhone related. In this regard, we note that your software is bundled with various hardware elements sold by Verizon. Clarify whether your software is utilized in the iPhone, as with other Verizon devices.

 We first became aware of Verizon’s agreement to sell the Apple iPhone when the information became publicly
available in February 2011. We currently do not have any software products that are compatible with the Apple iPhone. We have a limited number of products that we sell for smartphones, such as Device Management software, Visual Voice Mail, Voice to
Text and Push to Talk, all of which support handset manufacturers other than Apple.

 Form 10-Q for the Fiscal Quarter Ended
June 30, 2011

4.
Refer to your response to prior comment 6. We note that you identify reasons why the “decline in [your] stock price and market capitalization was not
representative of the fair value of the reporting unit as a whole.” It appears that as of June 30, 2011 your market capitalization was below your stockholders’ equity and yet you did not perform a Step 1 test. Please explain in
greater detail why you believe the decline was temporary when it appears to be a result of a permanent loss of revenue from a major customer. Additionally, explain why you believe that the launch of new products will be successful and is sufficient
to overcome the reasons for the sharp drop in your stock price. That is, explain why speculative assumptions or forecasts can overcome evidence that appears to be attributable to your stock decline. In addition, explain why the stock price must be
at least $4.60 when this would result in a market capitalization below your net asset value.

 At
June 30, 2011 we did not believe that the decline in our stock price and market capitalization were representative of the fair value of the reporting unit(s) as a whole. Verizon has been a key customer of the Company for the past eight years.
During that time we experienced several significant technology shifts, including networks evolving from 2.5G, to 3G, 3.5G and LTE. In addition we have seen the introduction of new PC operating systems, most notably Vista/Windows 7, which caused
interruptions to our normal order patterns from Verizon. Based on historical trends, we have found that we usually need at least two to three quarters to understand the impact of a significant technology change in our market. As of the close of the
quarter ended September 30, 2011, we feel that we have sufficient market information to

 51
Columbia, Aliso Viejo, California 92656 Phone: (949)362-5800 Fax: (949)362-2300

 Stephen G. Krikorian

 October
17, 2011

  Page
 4

understand the recent technology shift from USB modems to mobile hotspots, and have concluded that certain triggering events have occurred which necessitate a Step 1 impairment test.

At June 30, 2011, a stock price of $4.60 would have resulted in a market capitalization of $164 million, or $20 million greater than
the net asset value of $144 million, excluding net assets for Corporate/Other of $63 million. As noted above, for our September 30, 2011 valuation analysis we allocated Corporate/Other to the other reporting units. Using this allocation
methodology, and assuming a 30% change of control premium, our estimated fair value would have been $213 million, or $6 million greater than our net asset value of $207 million at June 30, 2011. This is why we chose $4.60 as one of the
triggering events that we were monitoring during the third quarter. Regardless of value, as noted above we did not feel that the decline in market capitalization as of June 30, 2011 was representative of fair value of the reporting units as a
whole.

5.
Discussed at the Canaccord Conference was the “turnaround and bringing the Company back to its former strength.” This turnaround appears to have
involved termination of employees and closure of at least three company locations. Please tell us when your restructuring plan was approved by management and the board of directors and the estimated costs associated with the plan. Tell us what
consideration was given to providing disclosures pursuant to Item 2.05 of Form 8-K. In this regard, it is not clear whether your headcount reductions were consistent with the termination of employees under a one-time termination benefit plan as
described in the Form requirements.

 At the time of the Canaccord Conference, the Company had not yet
undertaken nor had the Board of Directors approved a formal restructuring plan. The turnaround discussion at the conference was referring to a Sales (revenue) turnaround, involving our plans for new product introductions and adoption.

The three company locations being closed were smaller offices that were acquired via acquisition and redundant or sales offices that
supported customers with which we no longer do business, such as Dell Computer in Austin, Texas. Consolidation and closure of these sites are part of our normal course of business and not an exit or disposal plan, disposal of a long-lived asset or
plan of termination under which material charges would be incurred for purposes of Item 2.05 of Form 8-K.

*                    *
                  *                    *
                 *

 In connection with the
Staff’s comment letters and our responses, the Company acknowledges that:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in its filings;

 51
Columbia, Aliso Viejo, California 92656 Phone: (949)362-5800 Fax: (949)362-2300

 Stephen G. Krikorian

 October
17, 2011

  Page
 5

•

 Staff comments or changes to disclosure in response to comments from SEC staff do not foreclose the SEC from taking any action with respect to the
filing; and

•

 The Company may not assert SEC staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of
the United States.

Sincerely,

/s/ Andrew Schmidt

Andrew Schmidt

Chief Financial Officer

cc:
Tamara Tangen, Staff Accountant, by facsimile to (703) 813-6981

 51
Columbia, Aliso Viejo, California 92656 Phone: (949)362-5800 Fax: (949)362-2300

October 4, 2011
 Via Facsimile

William W. Smith, Jr. Chairman of the Board, President and  Chief Executive Officer Smith Micro Software, Inc. 51 Columbia Aliso Viejo, CA 92656
Re: Smith Micro Software, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2010
Filed on February 25, 2011 Forms 10-Q for the Fiscal Quarters Ended March 31 and June 30, 2011 Filed on May 5 and August 3, 2011 File No. 000-26536

Dear Mr. Smith:
 We have reviewed your letter dated September 9, 2011 in connection with the above-
referenced filings and have the following comm ents.  In our comments, we may ask you to
provide us with information so we may better understand your disclosure.
 Please respond to this letter within te n business days by amending your filings, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comment applies to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your f ilings and the information you provide in
response to this comment, we may have addi tional comments.  Unless otherwise noted, where
prior comments are referred to they re fer to our letter dated August 25, 2011.
 Form 10-K for the Fiscal Year Ended December 31, 2010

            1. We note, from your response to prior comment 1, that during your annual goodwill
impairment analysis, the fair value of th e Productivity and Graphics operating unit was
only marginally greater than the operating unit’ s net assets while the fair value of your
other reporting unit, Wireless, “was significantly  greater” than the carrying value.  Please
tell us the estimated fair value, the ne t book value and the amount of goodwill assigned to
each of your operating units for purposes of your annual goodwill impairment analysis as of December 31, 2010.

 William W. Smith, Jr. Smith Micro Software, Inc. October 4, 2011 Page 2
 Form 10-Q for the Fiscal Quarter Ended March 31, 2011

2. On February 8, 2011 you suspended your prev iously announced 2011 revenue guidance.
In your press release you stated  that you believed that the re venue shortfall was “a result
of [y]our customer carrying sufficient inve ntory to support sales of mobile broadband
services for the first quarter.”  This statement suggests that  the revenue recognized from
the inventory sales had alrea dy been recognized and that Verizon’s sales of products
containing your software would have no im pact on your revenue.  Please explain how
this statement is consistent  with your revenue recognition policy.  In this regard, your
response to prior comment 4 st ated that Verizon had purchas ed approximately 1.5 million
licenses in the fourth quarter of 2010.  Our unde rstanding is that re venue is recognized
upon device activation and not li cense delivery. Therefore, while Verizon purchased a
large number of licenses prior to year end, our  understanding is th at you would not have
recognized revenue from those license sa les until the devices  were activated.

3. Tell us when you became aware that Verizon had entered into an agreement to sell a
version of Apple’s iPhone.  Tell us whether any of your revenue from Verizon will be
iPhone related. In this regard, we note that  your software is bundled with various
hardware elements sold by Verizon. Clarify whether your software is utilized in the
iPhone, as with other Verizon devices.

Form 10-Q for the Fiscal Quarter Ended June 30, 2011
 4. Refer to your response to prior comment 6.  We note that you identify reasons why the
“decline in [your] stock price a nd market capitalization was not representative of the fair
value of the reporting unit as a whole.”  It appears that as of June 30, 2011 your market
capitalization was below your st ockholders’ equity and yet you did not perform a Step 1
test.  Please explain in great er detail why you believe the d ecline was temporary when it
appears to be a result of a permanent lo ss of revenue from a major customer.
Additionally, explain why you believe that th e launch of new products will be successful
and is sufficient to overcome the reasons for th e sharp drop in your stock price.  That is,
explain why speculative assumptions or forecasts can overcome evidence that appears to be attributable to your stock d ecline.  In addition, explain wh y the stock price must be at
least $4.60 when this would resu lt in a market capitalization below your net asset value.
Other

5. Discussed at the Canaccord Conference was the “turnaround and bringing the Company
back to its former strength.” This turnar ound appears to have i nvolved termination of
employees and closure of at least three co mpany locations.  Please tell us when your
restructuring plan was approved by manageme nt and the board of directors and the
estimated costs associated with the plan.  Tell us what consideration was given to
providing disclosures pursuant to Item 2.05 of Fo rm 8-K.  In this regard, it is not clear

 William W. Smith, Jr. Smith Micro Software, Inc. October 4, 2011 Page 3
 whether your headcount reductions were consis tent with the termination of employees
under a one-time termination benefit plan as  described in the Form requirements.

You may contact Tamara Tangen, Staff A ccountant, at (202) 551-3443 if you have
questions regarding comments on the financial statem ents and related matters.   Please contact me
at (202) 551-3730 with any other questions.
Sincerely,
   /s/ Stephen G. Krikorian
Stephen G. Krikorian Accounting Branch Chief

CORRESP
1
filename1.htm

corresp

September 9, 2011

Via Edgar

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC 20549

Attention: Stephen G. Krikorian

    Re:

    Smith Micro Software, Inc. (File No. 000-26536)

Form 10-K for the Fiscal Year Ended December 31, 2010

Filed on February 25, 2011

Form 10-Q for the Fiscal Quarters Ended March 31

and June 30, 2011

Filed on May 4 and August 3, 2011

Dear Mr. Krikorian:

          We are filing this letter in response to a comment letter received from the Staff of the
Securities and Exchange Commission by letter dated August 25, 2011 with respect to the
above-referenced filings of Smith Micro Software, Inc. (the “Company”). The numbering of
the paragraphs below corresponds to the numbering of your letter, the text of which we have
incorporated into this response letter for convenience.

Form 10-K for the Fiscal Year Ended December 31, 2010 (the “Form 10-K”)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Year Ended December 31, 2010 Compared to Year Ended December 31, 2009, page 27

    1.

    We note that your Form 10-K was filed on February 25, 2011 and that “subsequent events [were]
evaluated as of the date of [the] filing.” Please tell us what consideration was given to
disclosing the 40% decrease in stock price between December 31, 2010 and your filing date.
Further, we note discussion in your financial results conference call on February 24, 2011 of
slow sell through for a large customer that was announced on February 8, 2011. Tell us what,
if any, consideration was given to disclosing any of these events or trends within your
revenue discussions.

Decrease in Stock Price

          As indicated in Comment No. 1, the Company stated in footnote 10 to the financial statements
of the Form 10-K that “subsequent events have been evaluated as of the date of this

51 Columbia, Aliso Viejo California 92656 phone: (949)362-5800 fax: (949)362-2300

Mr.
Stephen G. Krikorian

September 9, 2011

Page 2

filing and there are no further disclosures required.” Consistent with this statement, the Company
did consider whether the decline in stock price between December 31, 2010 (closing at $15.74) and
the Form 10-K filing date of February 25, 2011 (closing at $9.40) resulted in impairment of
goodwill and other intangible assets, which, if it occurred, could be material to a discussion of
subsequent events in the Form 10-K. A summary of the Company’s impairment analysis methodology,
including the effect of the decline in stock price on this analysis, are discussed below:

          Methodology

          The Company accounts for goodwill and other intangible assets in accordance FASB ASC Topic No.
350, Intangibles-Goodwill and Other, which requires that goodwill and other identifiable intangible
assets with indefinite useful lives be tested for impairment at least annually. The Company tests
goodwill and intangible assets for impairment in December of each year, or more frequently if
events and circumstances warrant.

          The Company has a process in place to continuously review triggering events that may indicate
a possible impairment of goodwill. The triggering events that we monitor are (i) stock
price/market capitalization, (ii) projected revenues, (iii) operating income, and (iv) the
introduction/sales of new products.

          Under ASC No. 350, goodwill impairment analysis is a two-step process. The first step, used
to identify potential impairment, compares the Company’s fair value to its net book value including
goodwill. If the fair value exceeds net book value, applicable goodwill is considered not to be
impaired. If the fair value is determined to be less than net book value, then in the second step,
the Company would calculate an implied fair value of the Company’s goodwill and compare it to its
carrying amount. If the carrying amount of goodwill exceeds the implied fair value, the Company
would recognize an impairment loss equal to that excess amount.

          Impairment Analysis as of December 31, 2010

          Using the above methodology, the Company estimated the fair value of its goodwill and other
intangible assets as of December 31, 2010 based on (i) the income approach, which included
discounted cash flows, as well as (ii) a market approach that utilized the Company’s earnings and
revenue multiples. Under the income approach, the Company’s discounted cash flows required
management’s judgment with respect to forecasted revenues, launch of new products, operating
expenses, working capital and the selection and use of an appropriate discount rate. Under the
market approach, the Company utilized comparable company analysis using market price data of stocks
of corporations that are actively traded in public, free and open markets, either on an exchange or
on an over-the-counter basis. Although it is clear that no two companies are entirely alike, the
only restrictive requirement imposed by this method is that the selected guideline companies were
engaged in the same or a similar line of business, distribution channel, and the like. In
selecting valuation multiples, we considered the business line and history, profitability, growth,
and risk of each guideline company relative to the Reporting Units. We applied the cash-free
market value of invested capital (MVIC)-to-revenue multiples to the Reporting Units’ actual
results. In addition, we applied the cash-free market value of MVIC-to-EBIT multiple to the
Wireless Reporting Unit. These valuation calculations were carried out by a third party,
Globalview Advisors LLC, which we engage each year for the annual goodwill impairment test
analysis.

51 Columbia, Aliso Viejo California 92656 phone: (949)362-5800 fax: (949)362-2300

Mr.
Stephen G. Krikorian

September 9, 2011

Page 3

          The Company’s fair value assessment resulted in a fair value that was marginally greater than
the Company’s carrying values for the Productivity & Graphics operating unit and was significantly
greater than the Company’s carrying value for the Wireless operating unit at December 31, 2010. In
accordance with the above methodology, the second step of the impairment test was not required to
be performed and no impairment of goodwill was recorded as of December 31, 2010.

          Significant management judgment was required in the forecast of future operating results that
was used in the Company’s impairment analysis. Our estimates were consistent with the plans and
estimates used by the Company to manage our business at the time of the analysis. Significant
assumptions utilized in the Company’s income approach model included the forecasted growth rate of
sales for recently introduced products and the introduction of anticipated new products.

          At the time of filing of the Company’s Form 10-K on February 25, 2011, the Company’s stock
price had declined by approximately 40% to $9.40 per share. However at $9.40, the Company’s market
capitalization was approximately $328.7 million, which would not, under the above analysis, by
itself indicate an impairment of assets. In addition, the Company’s average stock price over the
three year period of 2008 — 2010 was $8.54. The $9.40 per share price was significantly higher
than the Company’s historical stock price levels during this period, during which we had no
indication of a possible impairment of goodwill.

Slow Sell Through

          As indicated in the Staff’s comment, on February 8 and February 24, 2011, the Company
discussed that orders in the first quarter from a key customer would fall below expected levels due
to the customer carrying sufficient inventory and experiencing slower than expected sales of a
product which utilized our technology. In response to this event, the Company retracted its annual
2011 revenue guidance on February 8, 2011, and disclosed that it had limited visibility of 2011
revenue at the time of the filing. The Company also announced that it would only be providing
quarterly revenue guidance and not annual guidance for the remainder of 2011.

          At the time of filing the Form 10-K, the Company felt that the above disclosures were
sufficient and that the event would likely be a one-quarter issue, the large customer (Verizon)
would start ordering at historical levels starting the second fiscal quarter of 2011, and that this
one-quarter decrease would not be permanent or indicate an ongoing trend.

          In addition, the Company did disclose under “Risk Factors” that, among other things, the
Company’s quarterly revenues were difficult to predict, the Company had a customer concentration in
2010 and that changes in demand and underlying technology (including the rate of adoption of the 4G
networking standard by wireless carriers and handset manufacturers) could impact its results.

Consolidated Financial Statements

Notes to Consolidated Financial Statements

Note 6. Segment and Geographical Information, page F-22

51 Columbia, Aliso Viejo California 92656 phone: (949)362-5800 fax: (949)362-2300

Mr.
Stephen G. Krikorian

September 9, 2011

Page 4

    2.

    Tell us the amount of revenue attributable to Verizon, AT&T, Sprint and Dell in each of the
years presented. Further, with regard to your enterprise-wide disclosures within this
section, tell us what consideration was given to disclosing the revenues for each customer
representing 10% or more of total revenue pursuant to ASC 280-10-50-42. In addition, ensure
that future filings provide the amount of goodwill allocated to each segment.

          Verizon Wireless accounted for 40.1% ($52.3 million) of total Company revenue in 2010, 32.8%
($35.2 million) in 2009 and 31.9% ($31.5 million) in 2008. AT&T accounted for 12.3% ($16.1
million) of total Company revenue in 2010, 10.3% ($11.1 million) in 2009 and 9.0% ($8.8 million) in
2008. Sprint accounted for 13.9% ($18.1 million) of total Company revenue in 2010, 10.4% ($11.1
million) in 2009 and 7.2% ($7.1 million) in 2008. Dell accounted for 7.6% ($9.96 million) of total
Company revenue in 2010, 12.2% ($13.1 million) in 2009 and 6.5% ($6.4 million) in 2008.

          On page 8 of the Form 10-K, the Company disclosed the applicable percentages of revenue
accounted for by Verizon Wireless (our largest customer) for 2010, 2009 and 2008, and identified by
name the other customers exceeding 10% of revenues without quantifying revenues for each customer
(other than Verizon). On page F-22, the Company disclosed similar information. Since there are
only a small number of wireless carriers, the Company felt that this type of disclosure provided
meaningful information to investors while respecting our concerns to preserve customer
confidentiality. In our Form 10-Q filings during fiscal 2011, we listed the individual percentages
for the quarter of customers exceeding 10% of revenues without listing the customer names.

          We believe these disclosures satisfied the requirements for the filings under ASC
280-10-50-42, and also under Item 101 of Regulation S-K with respect to the Form 10-K. However in
our future periodic reports, we will disclose, in the financial statement footnotes, the individual
percentages of any customer accounting for more than 10% of revenues without listing the names of
the customers.

          In addition, this will confirm that in future Form 10-K and 10-Q filings, the Company will
provide the amount of goodwill and intangible assets allocated to each business segment.

Form 10-Q for the Fiscal Quarter Ended March 31, 2011

Notes to the Consolidated Financial Statements

Note 11. Goodwill, page 11

    3.

    We note that as of March 31, 2011 you had not “noted any triggering events that would
indicate impairment.” Please explain how you concluded that there were no triggering events,
given the approximate 40% decrease in your stock price between December 31, 2010 and March 31,
2011. In addition to the significant loss in market value, we note decreased revenues, a net
loss and negative cash flows from operating activities.

          As discussed earlier, we have a process in place to continuously review triggering events
that may indicate a possible impairment of goodwill. The triggering
events that  we monitor are
(i) stock price/market capitalization, (ii) projected revenues, (iii) operating income, and
(iv) the introduction/sales of new products.

          During
the first quarter, we considered market capitalization as part of this process. At March 31, 2011, the Company’s market capitalization was $335.8 million, and the net book value of the Company’s assets was $213.1 million, or $122.7 million below its market
capitalization. Using this simple valuation, it did not appear that goodwill was impaired.

51 Columbia, Aliso Viejo California 92656 phone: (949)362-5800 fax: (949)362-2300

Mr.
Stephen G. Krikorian

September 9, 2011

Page 5

          Furthermore, on February 17, 2011, the Company’s internal business plan for 2011 was revised
to reflect $121.5 million in revenues, with 2011 operating income at $10.5 million on a non-GAAP
basis. This revised internal plan was reviewed by the Company’s Board of Directors on February 22,
2011. The plan projected first quarter revenues at $17.0 million, which came in at $17.8 million.
The Company continued to believe at March 31, 2011 and the date of the Form 10-Q filing for this
quarter that we would achieve our revised business plan for the year.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations; Three Months Ended March 31, 2011 Compared to the Three Months Ended
March 31, 2010, page 17

    4.

    We note that you have attributed the $11 million decrease in wireless revenues primarily to
“low current period orders as a result of high inventory levels of our connection manager
product at a key customer.” It is unclear from this statement when revenue from transactions
with your key customer is recognized. In this regard, is revenue recognized on a sell-through
basis or when items are shipped? Please explain in detail how your revenue recognition
policy, as described on page 20, applies to this key customer.

          The key customer, which is Verizon Wireless, purchases USB hardware from vendors such as
Novatel Wireless, Pantech, LG, and ZTE. Verizon purchases software licenses from us that allow
these devices to interface or connect with the Verizon network. Verizon purchased approximately
1.5 million licenses (at an average selling price of $8.36 per license) in Q4-2010 to support their
3G wireless network and the new 4G/LTE network (which launched in the fourth quarter of 2010).

          Under our revenue recognition policy, revenues from sales to Verizon (as well as sales to
other wireless carriers) are recognized when the customer takes title to the license and the
license is deemed to be delivered, and as otherwise required by FASB ASC Topic No. 985-605,
Software-Revenue Recognition. There is a no return provision in our contract with Verizon, as the
software purchased is custom software, nor have we ever taken
significant returns. There are different methods in which product is physically
delivered to Verizon or Verizon’s authorized hardware OEMs, as well as different types of work:

    •

    Licenses — Licenses are purchased in quantity and paired with USB hardware
purchased by Verizon from other vendors. Software license inventory is held by Verizon.

    •

    Activations — Activation revenue is recognized based on customer activations of
preloaded Company software, based on customer activation reports received over the
Internet.

    •

    CDs — Our software is loaded on CDs and shipped to the customer. Revenue is
recognized upon shipment of the CD to the customer.

51 Columbia, Aliso Viejo California 92656 phone: (949)362-5800 fax: (949)362-2300

Mr.
S

August 25, 2011
 Via Facsimile

William W. Smith, Jr. Chairman of the Board, President and  Chief Executive Officer Smith Micro Software, Inc. 51 Columbia Aliso Viejo, CA 92656
Re: Smith Micro Software, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2010
Filed on February 25, 2011 Forms 10-Q for the Fiscal Quarters Ended March 31 and June 30, 2011 Filed on May 4 and August 3, 2011 File No. 000-26536

Dear Mr. Smith:
 We have reviewed your filings and have th e following comments.  Please note that we
have limited our review to only your financial statements and related disclosures.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by amending your filings, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your f ilings and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for the Fiscal Year Ended December 31, 2010

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
Year Ended December 31, 2010 Compared to  the Year Ended December 31, 2009, page 27
1. We note that your Form 10-K was filed on February 25, 2011 and that “subsequent
events [were] evaluated as of the date of [the] filing.”  Please tell us what consideration was given to disclosing the 40% decrease in your stock price between December 31,
2010 and your filing date.  Further, we not e discussion in your financial results

 William W. Smith, Jr. Smith Micro Software, Inc. August 25, 2011 Page 2
 conference call on February 24, 2011 of slow  sell though for a large customer in the
fourth quarter and the revenue shortfall exp ected in the first quarter that was announced
on February 8, 2011.  Tell us what, if any, c onsideration was given to disclosing any of
these events or trends within  your revenue discussions.
Consolidated Financial Statements

Notes to Consolidated Financial Statements
Note 6. Segment and Geographical Information, page F-22
2. Tell us the amount of revenue at tributable to Verizon, AT&T, Sprint and Dell in each of
the years presented.  Further, with regard to  your enterprise-wide disclosures within this
section, tell us what consideration was given to disclosing the revenues for each customer
representing 10% or more of total revenue  pursuant to ASC 280-10-50-42. In addition,
ensure that future filings provide the amount  of goodwill allocated to  each segment.  See
ASC 350-20-50-1.
Form 10-Q for the Fiscal Quarter Ended March 31, 2011
Notes to the Consolidated Financial Statements
Note 11. Goodwill, page 11
3. We note that as of March 31, 2011 you had not “noted any triggering events that would
indicate impairment.” Please explain how you concluded that there were no triggering
events, given the approximate 40% decrease in your stock price between December 31,
2010 and March 31, 2011.  In addition to the si gnificant loss in market value, we note
decreased revenues, a net loss and negative cash flows from oper ating activities.
Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
Results of Operations
Three Months Ended March 31, 2011 Compared to the Three Months Ended March 31, 2010,
page 17
4. We note that you have attributed the $11 milli on decrease in wireless revenues primarily
to “low current period orders as a result of high inventory levels of our connection
manager product at a key customer.”  It is un clear from this statement when revenue from
transactions with your key customer is recogni zed.  In this regard, is revenue recognized
on a sell-through basis or when items are sh ipped? Please explai n in detail how your
revenue recognition policy, as described on page 20, applies to this key customer,

 William W. Smith, Jr. Smith Micro Software, Inc. August 25, 2011 Page 3
 including the timing of order placement, shipme nt, creation of receivables, collection of
cash and the recognition or deferral of revenue.
5. We note that your Form 10-Q for the quarter ly period ended March 31, 2011 was filed on
May 5, 2011.  By this date, your stock had c ontinued to decrease, to approximately $5.66
from approximately $15.74 on December 31, 2011.  Tell us what consideration was given
to disclosing the approximate 64% drop in your stock price to $5.66 in the period since
December 31, 2010.  Please tell us what consideration was given to disclosing your significantly changed position and disclosing the possibility  of impairment of your
goodwill.
Form 10-Q for the Fiscal Quarter Ended June 30, 2011

Notes to the Consolidated Financial Statements
Note 11. Goodwill and Long-Lived Assets, page 11
6. We note that you “will ‘more likely than not’ ha ve to perform Step 1 of the impairment
test” if there is a triggering event in the third or fourth quarters.  Please confirm, if true,
that no Step 1 test was performed as of J une 30, 2011.  Considering th at your revenue and
your stock price have significantly declined  during the first two quarters of 2011, please
explain how you concluded that no triggering ev ent had occurred.  In this regard, please
clarify why the technology shif t you refer to within your MD &A (your page 20) does not
represent a triggering event. While we note that  these changes are recent, they appear to
be company specific and represent severe declin es that appear likely to continue.  Please
provide us with your analysis that supports your conclusion “t hat it is ‘more likely than
not’ that the fair value of any of [your] reporting units has not declined below the
reporting unit’s carrying amount.”

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings to be certain that the filings incl udes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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

 William W. Smith, Jr. Smith Micro Software, Inc. August 25, 2011 Page 4

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Tamara Tangen, Staff A ccountant, at (202) 551-3443 if you have
questions regarding comments on the financial statem ents and related matters.   Please contact me
at (202) 551-3730 with any other questions.
Sincerely,
   /s/ Stephen G. Krikorian
Stephen G. Krikorian Accounting Branch Chief

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SMITH MICRO SOFTWARE, INC.

51 Columbia, Suite 200

Aliso Viejo, CA 92656

December 18, 2009

Via Edgar

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:

    Smith Micro Software, Inc.

Registration Statement on Form S-4 (File No. 333-161659)

    Acceleration Request

    Requested Date:

    December 21, 2009

    Requested Time:

    10:00 a.m., Eastern Time

Ladies and Gentlemen:

     Smith Micro Software, Inc. (the “Registrant”) hereby requests, in accordance with Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended, that the Securities
and Exchange Commission (the “Commission”) take appropriate action to make the Registrant’s
Registration Statement on Form S-4 (File No. 333-161659) effective at the Requested Date and
Requested Time as set forth above, or as soon thereafter as practicable.

     In delivering such request, the Registrant acknowledges and agrees that:

    •

    should the Commission or the staff, acting pursuant to delegated authority, declare
the filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

    •

    the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the Registrant from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

    •

    the Registrant may not assert this action as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

     Please advise the undersigned at (949) 362-2310 and Allen Z. Sussman of Reed Smith LLP at
(213) 457-8030 when the order permitting such Registration Statement to become effective is issued.

    Very truly yours,

SMITH MICRO SOFTWARE, INC.

    By:
    /s/ Andrew C. Schmidt

    Andrew C. Schmidt

    Chief Financial Officer

cc: Allen Z. Sussman, Esq., Reed Smith LLP

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SMITH MICRO SOFTWARE, INC.

51 Columbia, Suite 200

Aliso Viejo, CA 92656

December 18, 2009

Via Edgar

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

         Re:

    Smith Micro Software, Inc.

Registration Statement on Form S-3 (File No. 333-161658)

    Acceleration Request

    Requested Date:

    December 21, 2009

    Requested Time:

    10:00 a.m., Eastern Time

Ladies and Gentlemen:

     Smith Micro Software, Inc. (the “Registrant”) hereby requests, in accordance with Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended, that the Securities
and Exchange Commission (the “Commission”) take appropriate action to make the Registrant’s
Registration Statement on Form S-3 (File No. 333-161658) effective at the Requested Date and
Requested Time as set forth above, or as soon thereafter as practicable.

     In delivering such request, the Registrant acknowledges and agrees that:

    •

    should the Commission or the staff, acting pursuant to delegated authority, declare
the filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

    •

    the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the Registrant from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

    •

    the Registrant may not assert this action as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

     Please advise the undersigned at (949) 362-2310 and Allen Z. Sussman of Reed Smith LLP at
(213) 457-8030 when the order permitting such Registration Statement to become effective is issued.

    Very truly yours,

SMITH MICRO SOFTWARE, INC.

    By:
    /s/ Andrew C. Schmidt

    Andrew C. Schmidt

    Chief Financial Officer

    cc:

    Allen Z. Sussman, Esq., Reed Smith LLP

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    Reed Smith llp

355 South Grand Avenue

    Allen Z. Sussman

Direct Phone: +1 213 457 8030

Email: asussman@reedsmith.com

    Suite 2900

Los Angeles, CA 90071-1514

+1 213 457 8000

Fax +1 213 457 8080

reedsmith.com

November 2, 2009

VIA EDGAR

Mark P. Shuman

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549-6010

         Re:

    Smith Micro Software, Inc.

Registration Statement on Form S-3

File No. 333-161658

Registration Statement on Form S-4

File No. 333-161659

Filed on September 1, 2009

Dear Mr. Shuman:

     On behalf of Smith Micro Software, Inc. (the “Company”), we hereby submit the following
responses to the comments raised in your letter of September 29, 2009. To assist your review, we
have retyped the text of the Staff’s comments in bold face type. Please note that all references
to page numbers in the responses refer to the page numbers of Amendment No. 1 to the Registration
Statements on Form S-3 or Form S-4 as indicated, which are being filed concurrently with this
letter.

Form S-3

Incorporation of Certain Documents by Reference, page 8

    1.

    Please revise this section and the corresponding section in the Form S-4 to incorporate by
reference the Current Report on Form 8-K filed on September 14, 2009. See Question 123.05 of
our Securities Acts Forms Compliance and Disclosure Interpretations, available on our website.

We acknowledge the Staff’s comment and will revise this section and the corresponding section in
the Form S-4 to reflect the Staff’s comment. See page 8 of Amendment No. 1 to the Registration
Statement on Form S-3 and page 7 of Amendment No. 1 to the Registration Statement on Form S-4.

    Mark P. Shuman

November 2, 2009

Page 2

Form S-4

General

    2.

    We note that in addition to registering shares of your common stock in connection with future
acquisitions, you also appear to be registering the future resales of shares of common stock
issued in Rule 145 transactions under this registration statement. In your response letter,
please advise us of your plans for filing a prospectus that would be used for such resales.
Also, please include a note to the fee table indicating that you are registering the resales
of shares issued in Rule 145 transactions effected pursuant to this registration statement.

The Company has determined to remove, in Amendment No. 1 to the Registration Statement on Form S-4,
the registration of future resales of shares issued in Rule 145 transactions. In light of this
change, the comment is no longer relevant.

    3.

    We note from the disclosure in your Form 8-K filed on September 14, 2009 that you have
entered into an agreement to acquire Core Mobility for $10 million in cash and 700,000 shares
of your common stock. Please tell us if you intend to use any of the shares being registered
in this registration statement in the acquisition of Core Mobility. If so, please provide us
with a timeline of your negotiations with Core Mobility and your analysis as to whether your
offer to Core Mobility preceded filing of the registration statement on September 1, 2009. If
the offer followed filing of the registration statement, please amend your filing to include
all the information on the proposed transaction required by Form S-4.

The Company does not intend to use any of the shares being registered in the Registration Statement
on Form S-4 in the acquisition of Core Mobility. The issuance of shares to acquire Core Mobility
is unrelated to the filing of the Form S-4.

Item 22. Undertakings, Page II-1

    4.

    Amend your registration statement to include the undertakings at Item 512(g) of Regulation
S-K or tell us why you believe such undertakings are not required.

In light of the removal from the Registration Statement on Form S-4 of the registration of future
resales of shares issued in Rule 145 transactions, the undertakings at Item 512(g) of Regulation
S-K are no longer required.

*     *     *

    Mark P. Shuman

November 2, 2009

Page 3

     We appreciate your time and attention to the filings and the Company’s responses to the
Staff’s comments. Should you have any additional questions or concerns, please do not hesitate to
contact the undersigned at (213) 457-8030. Our facsimile number is (213) 457-8080.

Sincerely,

Allen Z. Sussman

cc: Mr. Andrew Schmidt, Chief Financial Officer

Mail Stop 4561
September 29, 2009
 William W. Smith, Jr. President and Chief Executive Officer Smith Micro Software, Inc. 51 Columbia, Suite 200 Aliso Viejo, CA  92656
 Re: Smith Micro Software, Inc.
  Registration Statement on Form S-3   File No. 333- 161658
  Registration Statement on Form S-4   File No. 333- 161659
  Filed on September 1, 2009
Dear Mr. Smith:
  We have limited our review of the above-referenced filings to those issues addressed in our comments below.  Where indicated, we think you should revise your filings 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 information so we may better understand your disclosure.  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 filings.  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 S-3

Incorporation of Certain Documents by Reference, page 8
 1. Please revise this section and the corresponding section in the Form S-4 to incorporate by reference the Current Report on Form 8-K filed on September 14, 2009.  See Question 123.05 of our Securities Act Forms Compliance and Disclosure Interpretations, available on our website.

William W. Smith, Jr.
Smith Micro Software, Inc.
September 29, 2009 Page 2  Form S-4

 General

 2. We note that in addition to registering shares of your common stock in connection with future acquisitions, you also appear to be registering the future resales of shares of common stock issued in Rule 145 transactions under this registration statement.  In your response letter, please advise us of your plans for filing a prospectus that would be used for such resales.  Also, please include a note to the fee table indicating that you are registering the resale of shares issued in Rule 145 transactions effected pursuant to this registration statement.
 3. We note from the disclosure in your Form 8-K filed on September 14, 2009 that you have entered into an agreement to acquire Core Mobility for $10 million in cash and 700,000 shares of your common stock.  Please tell us if you intend to use any of the shares being registered in this registration statement in the acquisition of Core Mobility.  If so, please provide us with a timeline of your negotiations with Core Mobility and your analysis as to whether your offer to Core Mobility preceded filing of the registration statement on September 1, 2009.  If the offer followed filing of the registration statement, please amend your filing to include all the information on the proposed transaction required by Form S-4.
 Item 22.  Undertakings, Page II-1

 4. Amend your registration statement to include the undertakings at Item 512(g) of Regulation S-K or tell us why you believe such undertakings are not required.

As appropriate, please amend your registration statements in response to these
comments.  Your responsive amendments should include marked copies of the amended filings that conform with the provisions of Rule 310 of Regulation S-T.  Marked copies such as those in HTML format that show changes within paragraphs help us to expedite our review.  Please furnish a cover letter with your amendments 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 your amendments and responses to our comments.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings to be certain that the filings include all information required under the Securities Act of 1933 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 the facts relating to a company’s disclosure, they are responsible for the accuracy and adequately of the disclosures they have made.

William W. Smith, Jr.
Smith Micro Software, Inc.
September 29, 2009 Page 3   Notwithstanding our comments, in the event the company requests acceleration of the effective date of the pending registration statements, it should furnish a letter, at the time of such request, acknowledging that:
• should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
• the company may not assert staff comments and the declaration of effectiveness 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 Di vision of Corporation Finance in connection
with our review of your filings or in response to our comments on your filings.     We will consider written requests for acceleration of the effective dates of the registration statements as a confirmation of the fact that those requesting acceleration are
aware of their respective responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statements.  We will act on the request and, pursuant to delegated authority, grant acceleration of the effective dates.
 We direct your attention to Rule 461 regarding requesting acceleration of a
registration statement.  Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.   If you have any questions regarding these comments, you may contact Matthew Crispino at (202) 551-3456 or me at (202) 551-3462.          S i n c e r e l y ,             M a r k  P .  S h u m a n          B r a n c h  C h i e f  -  L e g a l    cc: Via Facsimile: (213) 457-8080

William W. Smith, Jr.
Smith Micro Software, Inc. September 29, 2009 Page 4   Allen Z. Sussman, Esq.  Reed Smith LLP  Telephone: (213) 457-8000

Mail Stop 4561         July 13, 2009   William W. Smith, Jr. President and Chief Executive Officer Smith Micro Software, Inc. 51 Columbia, Suite 200 Aliso Viejo, California 92656
Re: Smith Micro Software, Inc.
 Form 10-K for the fiscal year ended December 31, 2008
Filed on March 10, 2009 Form 10-K/A for the fiscal year ended December 31, 2008 Filed on April 29, 2009

Dear Mr. Smith:   We have completed our review of your filings and have no further comments at this time.
      S i n c e r e l y ,
Matthew Crispino Staff Attorney
  cc: Via facsimile at (213) 457-8080

Allen Z. Sussman
 Reed Smith LLP

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corresp

July 9, 2009

Filed via Edgar

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC 20549

Attention: Jan Woo, Esq.

    Re:

    Smith Micro Software, Inc. (File No. 000-26536)

    Form 10-K for the fiscal year Ended December 31, 2008

    Filed on March 10, 2009

    Form 10-K/A for the fiscal year Ended December 31, 2008

    Filed on April 29, 2009

Dear Ms. Woo:

          I am the Chief Financial Officer of Smith Micro Software, Inc. (the “Company”). Our
legal counsel, Reed Smith LLP, has provided responses on our behalf to the comment letter dated May
28, 2009 (including a followup letter dated June 25, 2009) received from the Staff of the
Securities and Exchange Commission with respect to the above-referenced filings.

          In connection with these comment letters and our counsel’s responses, the Company acknowledges
that:

    •

    The Company is responsible for the adequacy and accuracy of the disclosure in its
filings;

    •

    Staff comments or changes to disclosure in response to comments from SEC staff do not
foreclose the SEC from taking any action with respect to the filing; and

    •

    The Company may not assert SEC staff comments as a defense in any proceeding initiated
by the SEC or any person under the federal securities laws of the United States.

Sincerely,

/s/ Andrew Schmidt

Andrew Schmidt

Chief Financial Officer

51 Columbia, Suite 200 Aliso Viejo California 92656 phone: (949)362-5800 fax: (949)362-2300

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    Reed Smith llp

    355 South Grand Avenue

    Allen Z. Sussman

    Suite 2900

    Direct Phone: +1 213 457 8030

    Los Angeles, CA 90071-1514

    Email: asussman@reedsmith.com

    +1 213 457 8000

    Fax +1 213 457 8080

    reedsmith.com

July 9, 2009

Via Edgar and Facsimile to (703) 813-6981

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC 20549

Attention: Jan Woo, Esq.

    Re:

    Smith Micro Software, Inc. (File No. 000-26536)

    Form 10-K for the fiscal year Ended December 31, 2008

    Filed on March 10, 2009

    Form 10-K/A for the fiscal year Ended December 31, 2008

    Filed on April 29, 2009

Dear Ms. Woo:

     This letter is being filed in response to a comment letter received from the Staff of the
Securities and Exchange Commission dated June 25, 2009 with respect to the above-referenced filings
of Smith Micro Software, Inc. (the “Company”). The numbering of the paragraph below
corresponds to the numbering of your letter, the text of which we have incorporated into this
response letter for convenience. The Company has authorized us to provide the responses below on
its behalf.

Form 10-K for the fiscal year ended December 31, 2008

General

    1.

    We note that your counsel, on behalf of the company, provided the acknowledgments we
requested in your response to our letter dated May 28, 2009. Please note that the
representations should come directly from the company. In your next response, please provide
the representations directly from the company.

     An officer of the Company will provide the acknowledgments on behalf of the Company by
separate correspondence, which will be filed on EDGAR.

Form 10-/A for the fiscal year ended December 31, 2008

Item 11. Executive Compensation

Base Compensation, page 6

    2.

    In response to comment 6, you state that the individual salary adjustments for the named executive officers “were not objectively determined, but instead reflect the Compensation

NEW YORK • LONDON • HONG KONG • CHICAGO • WASHINGTON, D.C. • BEIJING • PARIS • LOS ANGELES • SAN FRANCISCO • PHILADELPHIA • PITTSBURGH • OAKLAND
MUNICH • ABU DHABI • PRINCETON • NORTHERN VIRGINIA • WILMINGTON • SILICON VALLEY • BIRMINGHAM • DUBAI • CENTURY CITY • RICHMOND • GREECE

    Jan Woo, Esq.

July 9, 2009

Page 2

    Committee’s judgment with respect to each officer’s contributions and the other factors
cited in the disclosure” and that you are unable to “specifically attribute individual
contributions or changes in job responsibilities to specific decisions.” Please confirm
that you will include similar disclosure, as applicable, in future filings.

     On behalf of the Company, we acknowledge the Staff’s comment and confirm that the Company will
include, in its future filings, the disclosure requested in this comment #2.

Cash Bonus Awards, page 7

    3.

    We note your response to comment 7 that in future filings you will disclose the relative
weighting of each performance objective used by the compensation committee for setting cash
bonus awards, and will clarify how the cash bonuses for each named executive officer was
calculated. Please provide us with any proposed revisions to your disclosure.

    The proposed revised disclosure is set forth below:

    “Our bonus plan contains performance objectives with a dollar value ascribed to each
objective, so that the sum total equals the approved cash bonus target for each
named executive officer. In 2008 the objectives (a) for Messrs. Smith, Schmidt and
Kahn were (1) revenue achievement and (2) profitability achievement, which were
evenly weighted in terms of target cash bonuses; (b) for Messrs. Sperling and
Elliott were (1) revenue achievement, (2) profitability achievement and (3) specific
performance objectives, which were evenly weighted in terms of target cash bonuses;
and (c) for Mr. Cameron was revenue achievement.  For each objective, the
Compensation Committee applied the percentage by which the objective was achieved
(which could exceed 100% in the case of quantitative performance objectives) to the
dollar value ascribed to each objective. The dollar values for each objective were
then combined to determine the actual cash bonuses paid to each executive.”

    4.

    We note your response to prior comment 8 that Messrs. Sperling and Elliott’s specific
performance objectives were tied to the successful integration of the company’s acquisition of
PC TEL In your response letter, please provide us with more detail about Messrs. Sperling and
Elliott’s specific performance objectives. Please identify each of the objectives and explain
how performance against each objective was evaluated. Please tell us if quantitative targets
were established for any of the objectives and, if there were, please disclose those targets.

     In late 2007, the Company acquired the Mobility Solutions Group of PCTEL, Inc. The operations
of this Group were based primarily in Chicago, IL, and the acquisition involved substantial
challenges to integrate PCTEL’s operations, products and personnel. As Chief Technical Officer,
Mr. Sperling’s specific performance objective was the successful integration of PCTEL’s technical
program and staff. As Chief Marketing Officer, Mr. Elliott’s objective was the successful
integration of PCTEL’s marketing functions and staff. Performance against these objectives was not
objectively determined or based on any quantitative targets. Rather, performance was based on the
judgment of the
Compensation Committee, after considering the advice and recommendations of the Company’s
Chief

    Jan Woo, Esq.

July 9, 2009

Page 3

Executive Officer as to whether these objectives were achieved. The Committee determined
that these objectives were achieved in the case of both Messrs. Sperling and Elliott. Due to the
degree of judgment involved in determining performance of these objectives, the Company is not able
to provide further details as to specific items that played a part in the Committee’s analysis.
The Company will include in its disclosures, where appropriate in its future filings, the
information set forth above in this paragraph.

* * * * *

     Please advise us if we can provide any further information or assistance to facilitate your
review. Please direct any further comments or questions regarding these filings or this response
letter to the undersigned at (213) 457-8030. My facsimile is (213) 457-8080.

Sincerely,

Allen Z. Sussman

cc: Mr. Andrew Schmidt, Chief Financial Officer

Mail Stop 4561         June 25, 2009   William W. Smith, Jr. President and Chief Executive Officer Smith Micro Software, Inc. 51 Columbia, Suite 200 Aliso Viejo, California 92656
Re: Smith Micro Software, Inc.
 Form 10-K for the fiscal year ended December 31, 2008
Filed on March 10, 2009 Form 10-K/A for the fiscal year ended December 31, 2008 Filed on April 29, 2009

Dear Mr. Smith:
We have reviewed your response letter dated June 17, 2009 in connection with
the above-referenced filing and have the following comments.    Form 10-K for the fiscal year ended December 31, 2008

 General

 1. We note that your counsel, on behalf of the company, provided the
acknowledgments we requested in your response to our letter dated May 28, 2009.  Please note that the representations should come directly from the company.  In your next response, please provide the representations directly from the company.
 Form 10-K/A for the fiscal year ended December 31, 2008

 Item 11. Executive Compensation

 Base Compensation, page 6

 2. In response to comment 6, you state that the individual salary adjustments for the
named executive officers “were not objectively determined, but instead reflect the Compensation Committee’s judgment with respect to each officer’s contributions and the other factors cited in the disclosure” and that you are unable to “specifically attribute individual contributions or changes in job responsibilities to

William W. Smith, Jr.
Smith Micro Software, Inc. June 25, 2009 Page 2

specific decisions.”  Please confirm that you will include similar disclosure, as applicable, in future filings.
 Cash Bonus Awards, page 7

 3. We note your response to comment 7 that in future filings you will disclose the
relative weighting of each performance objective used by the compensation committee for setting cash bonus awards, and will clarify how the cash bonuses for each named executive officer was calculated.  Please provide us with any proposed revisions to your disclosure.
 4. We note your response to prior comment 8 that Messrs. Sperling and Elliott’s
specific performance objectives were tied to the successful integration of the company’s acquisition of PCTEL.  In your response letter, please provide us with more detail about Messrs. Sperling and Elliott’s specific performance objectives.  Please identify each of the objectives and explain how performance against each objective was evaluated.  Please tell us if quantitative targets were established for any of the objectives and, if there were, please disclose those targets.

*  *  *  *  *
 You may contact Jan Woo, Staff Attorney, at (202) 551-3453 if you have any
questions.  If you require further assistance you may me at (202) 551-3456.  If, thereafter, you require additional assistance, you may contact Barbara Jacobs, Assistant Director at (202) 551-3730.
       S i n c e r e l y ,
Matthew Crispino Staff Attorney
  cc: Via facsimile at (213) 457-8080

Allen Z. Sussman
 Reed Smith LLP

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Allen Z. Sussman

Direct Phone: +1 213 457 8030

Email: asussman@reedsmith.com

    Reed Smith LLP

355 South Grand Avenue

Suite 2900

Los Angeles, CA 90071-1514

+1 213 457 8000

Fax +1 213 457 8080

reedsmith.com

June 17, 2009

Via Edgar and Facsimile to (703) 813-6981

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC 20549

Attention: Jan Woo, Esq.

    Re:

    Smith Micro Software, Inc. (File No. 000-26536)

Form 10-K for the fiscal year Ended December 31, 2008

Filed on March 10, 2009

Form 10-K/A for the fiscal year Ended December 31, 2008

Filed on April 29, 2009

Dear Ms. Woo:

     This letter is being filed in response to a comment letter received from the Staff of the
Securities and Exchange Commission by letter dated May 28, 2009 with respect to the
above-referenced filings of Smith Micro Software, Inc. (the “Company”). The numbering of
the paragraph below corresponds to the numbering of your letter, the text of which we have
incorporated into this response letter for convenience. The Company has authorized us to provide
the response below on its behalf.

Form 10-K for the fiscal year ended December 31, 2008

Item 1. Business

Marketing & Sales Distribution Strategy, page 8

    1.

    We note that Verizon Wireless accounted for 30.9% of your total revenues in fiscal year 2008.
A description of your contractual arrangements with this customer appears warranted. Also,
please tell us whether AT&T or Sprint individually accounted for 10% of more of your
revenues in fiscal year 2008.

     On behalf of the Company, we acknowledge the Staff’s comment and confirm that the Company will
include, in its future filings, a brief description of the material terms of contractual
arrangements with material customers (such as Verizon Wireless in fiscal 2008), other than terms
which have been omitted from exhibits pursuant to confidential treatment granted by the Staff under
Rule 24b-2 under the Exchange Act. Neither AT&T nor Sprint individually accounted for 10% or more
of the Company’s revenues in fiscal year 2008.

NEW
YORK • LONDON • HONG KONG • CHICAGO • WASHINGTON, D.C. • BEIJING • PARIS • LOS ANGELES • SAN FRANCISCO • PHILADELPHIA • PITTSBURGH • OAKLAND

MUNICH • ABU DHABI • PRINCETON • NORTHERN VIRGINIA • WILMINGTON • SILICON VALLEY • BIRMINGHAM • DUBAI • CENTURY CITY • RICHMOND • GREECE

    Jan Woo, Esq.

June 17, 2009

Page 2

Item 9A. Controls and Procedures

Disclosure Controls and Procedures. page 33

    2.

    We note your disclosure that your Chief Executive Officer and Chief Financial Officer
concluded that your disclosure controls and procedures were “effective, in that they provide
reasonable assurance that information required to be disclosed by [you] in reports that [you]
file or submit under the Exchange Act, is recorded, processed, summarized, and reported within
the time periods specified in the SEC’s rules and forms.” In your response letter, please
confirm, if true, that 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. In future filings, please expressly tie your effectiveness
conclusion to the definition of disclosure controls and procedures as set out in Rule
13a-15(e) under the Exchange Act, or recite the entire definition.

     On behalf of the Company, please be advised that, with respect to fiscal 2008, the Company’s
officers concluded that its disclosure controls and procedures were effective to ensure that
information required to be disclosed in the reports that the Company files or submits under the
Exchange Act is accumulated and communicated to its management, including its chief executive
officer and chief financial officer, to allow timely decisions regarding required disclosure. The
Company acknowledges that it will, in future filings, expressly tie its effectiveness conclusion to
the definition of disclosure controls and procedures as set out in Rule 13a-15(e) under the
Exchange Act, or the Company will recite the entire definition.

Changes in Internal Control over Financial Reporting, page 34

    3.

    We note that you have provided the disclosure required by Item 308(c) of Regulation S-K with
respect to “the 2008 fiscal year.” Please confirm that in future filings on Form 10-K, you
will provide the required disclosure with respect to changes in your internal control over
financial reporting that occurred in the “fourth fiscal quarter.”

     On behalf of the Company, we acknowledge the Staff’s comment and confirm that the Company will
provide, in future filings on Form 10-K, the disclosure required by Item 308(c) with respect to
changes in internal control that occurred in the fourth fiscal quarter of the period covered by the
10-K.

Exhibits

    4.

    We are unable to locate your employment agreement with William W. Smith, Jr. Please advise.
Also, in future filings, please incorporate by reference in your exhibit index your employment
agreement with Jonathan Kahn filed on Form 10-K/A on April 29, 2008.

    Jan Woo, Esq.

June 17, 2009

Page 3

     The agreement with Mr. Smith referenced in the 10-K/A relating to a $6,000 annual stipend is
an oral agreement under which the Company pays Mr. Smith’s life insurance premiums. The Company
will include, in its future filings, a summary of this oral agreement and file the summary as an
exhibit where appropriate. The Company will also incorporate by reference in its exhibit index the
referenced employment agreement with Jonathan Kahn to the extent it remains a material contract.

Form 10-K/A for the Fiscal Year Ended December 31, 2008

Item 11. Executive Compensation

Benchmarking of Compensation, page 6

    5.

    You state that the compensation study peer group included 19 wireless/communications
companies (software and hardware) with revenues of between $80 million and $200 million,
similar market capitalization and employee size ranges. In future filings, please disclose
the companies in the peer group. See Item 402(b)(2)(xiv) of Regulation S-K and Question
118.05 of our Regulation S-K compliance and Disclosure Interpretations, available on our
website. Also, we note your statement in this section that “[n]o compensation decisions for
fiscal year 2008 were made on the basis of [the compensation] study.” Please reconcile this
statement with the statement on page 9 that your Compensation Committee approved grants of
restricted stock in 2008 “due to the Committee’s sense, based in part on the benchmarking
study..., that our total cash compensation...was likely at the lower end of the market for
technology companies of similar size.”

     On behalf of the Company, we acknowledge the Staff’s comment and confirm that the Company will
include, in its future filings which include a discussion of benchmarking of compensation, the
names of the companies included in the applicable peer group. With respect to the statement on
page 8 concerning the use of the study to make compensation decisions for fiscal year 2008, the
disclosure should state that no decisions to pay base compensation were made on the basis of the
study, since the study was finalized after base cash compensation decisions were made for fiscal
2008. The disclosure concerning the use of the study to approve grants of restricted stock remains
accurate. The Company will make the necessary changes to the disclosure in its future filings.

Base Compensation, page 6

    6.

    Although you provide general information regarding the factors your compensation committee
considered in increasing base salaries for 2008, your disclosure should provide substantive
analysis and insight into how the compensation committee determined the actual salaries paid
to your named executive officers. Your disclosure indicates that the compensation committee
considered each officer’s job responsibilities, historical salary levels, the performance of
your company, individual contributions of your officers, the competitive conditions in your
marketplace and compensation levels of other company officers. With a view toward providing
enhanced disclosure in future filings, please tell us in your response letter how
consideration of the factors you identified resulted in the specific salary adjustments made
in 2008. For example, please explain how your compensation committee evaluated and weighed
company performance in determining base salary levels. Also, discuss the individual

    Jan Woo, Esq.

June 17, 2009

Page 4

    contributions made by your officers or changes in their job responsibilities that may have
influenced salary decisions.

Although the Company cites in its disclosure the factors that were considered in deciding to
increase base salaries for 2008, the actual individual salary adjustments were not objectively
determined, but instead reflect the Compensation Committee’s judgment with respect to each
officer’s contributions and the other factors cited in the disclosure, including retention concerns
and maintaining internal differentials among the officers. Due to the judgment involved in base
salary adjustments, the Company is not able in its disclosure to specifically attribute individual
contributions or changes in job responsibilities to specific salary decisions.

The Compensation Committee also carefully considered the input and recommendations of William
Smith, the Company’s Chief Executive Officer, in evaluating the factors that were considered in
adjusting base salaries for executive officers (other than himself). The Company will add
additional disclosure in its future filings regarding the role of Mr. Smith in this process.

Cash Bonus Awards, page 7

    7.

     You state that for “each performance objective the committee assigned a relative weighting to
provide guidelines for setting actual cash payouts for each executive officer based on a
percentage of the individuals’ target bonus.” Please disclose the relative weightings of each
performance objective and clarify how the cash bonuses for each of the named executive
officers were calculated. Please confirm that you will provide similar disclosures in future
filings.

     On behalf of the Company, we acknowledge the Staff’s comment and confirm that the Company will
include, in its future filings, disclosure concerning the relative weightings of each performance
objective used by the compensation committee for setting cash bonus awards, and will clarify how
the cash bonuses for each of the named executive officers was calculated.

    8.

    You indicate that the cash bonuses received by Messrs. Sperling and Elliott were based on a
combination of revenue achievement, profitability achievement and specific performance
objectives. However, you do not disclose the specific performance objectives that applied to
Messrs. Sperling and Elliot in 2008. As these objectives appear to be material to your
compensation policy, please include in your response letter a description of these specific
performance objectives, including any quantitative targets that had to be met. See Items
402(b)(2)(v) and (vii) of Regulation S-K and Question 118.04 of our Regulation S-K compliance
and Disclosure Interpretations, available on our website. If you have omitted the specific
performance targets pursuant to Instruction 4 to Item 402(b) of Regulation S-K, please confirm
that you have a competitive harm analysis that supports your reliance on that instruction, or
advise. Please note that to the extent that it is appropriate to omit specific targets
pursuant to Instruction 4 to Item 402(b), your disclosure should address how difficult it will
be for the executive or how likely it will be for the registrant to achieve the undisclosed
target levels. General statements regarding the level of difficulty, or ease, associated with
achieving performance goals is not sufficient. In this regard, we note your statement that
“performance objectives were moderately difficult to achieve.” In discussing how difficult or
likely it would be for an executive or the registrant to achieve undisclosed target levels,
the

    Jan Woo, Esq.

June 17, 2009

Page 5

    company should provide as much detail as necessary without providing information that poses a
reasonable risk of competitive harm.

     For Messrs. Sperling and Elliott, the specific performance objectives which were factors in
determining their 2008 cash bonuses related to the successful integration of the Company’s
acquisition of PCTEL, Inc., which closed in late 2007. Mr. Elliott’s objectives were tied to the
successful integration of PCTEL’s marketing functions and staff, and Mr. Sperling’s objectives were
tied to the successful integration of PCTEL’s technical program and staff. Where appropriate in
future filings, the Company will include disclosure concerning the details of these and all other
specific performance objectives that were material to the Company’s compensation policies.

Summary Compensation Table, page 11

    9.

    We note that the summary compensation table does not contain compensation disclosure of the
named executive officers for each of the last three completed fiscal years pursuant to Item
402(c)(1) of Regulation S-K. Please advise. See Question 1.01 of Item 402 of Regulation S-K
— Executive Compensation guidance, available on our website at
http://www.sec.gov/divisions/corpfin/guidance/execcomp402interp.htm.

     On behalf of the Company, we acknowledge the Staff’s comment and confirm that the Company will
include, in its future filings, three years of compensation disclosure in its summary compensation
table.

* * *

     On behalf of the Company, we acknowledge that:

    •

    The Company is responsible for the adequacy and accuracy of the disclosure in its filings;

    •

    Staff comments or changes to disclosure in response to comments from SEC staff do not
foreclose the SEC from taking any action with respect to the filing; and

    •

    The Company may not assert SEC staff comments as a defense in any proceeding initiated
by the SEC or any person under the federal securities laws of the United States.

     Please advise us if we can provide any further information or assistance to facilitate your
review. Please direct any further comments or questions regarding these filings or this response
letter to the undersigned at (213) 457-8030. My facsimile is (213) 457-8080.

    Jan Woo, Esq.

June 17, 2009

Page 6

    Sincerely,

    Allen Z. Sussman

cc:  Mr. Andrew Schmidt, Chief Financial Officer

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    Reed Smith LLP

355 South Grand Avenue, Suite 2900

Los Angeles, CA 90071-1514

Telephone: +1 213 457 8000

    Allen Z. Sussman

Email: asussman@reedsmith.com

    Facsimile: +1 213 457 8080

Mobile: +1 310 503 2020

June 11, 2009

Via Edgar

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC 20549

Attention: Jan Woo, Esq.

                   Re:

    Smith Micro Software, Inc. (File No. 000-26536)

Comment Letter dated May 28, 2009

Form 10-K and Form 10-K/A for the Fiscal Year Ended December 31, 2008

Dear Ms. Woo:

     We are counsel to Smith Micro Software, Inc. (the “Company”) in connection with a
comment letter received from the Staff of the Securities and Exchange Commission dated May 28,
2009. On behalf of the Company, we are writing to respectfully request an extension of time to
respond to the Staff’s comments. We anticipate being able to file a full response letter by no
later than Wednesday, June 17, 2009.

     If you have any questions concerning the foregoing, please do not hesitate to contact the
undersigned at the number indicated above.

Very truly yours,

Allen Z. Sussman

NEW YORK • LONDON • LOS ANGELES • PARIS • SAN FRANCISCO • WASHINGTON, D.C. u PHILADELPHIA • PITTSBURGH • OAKLAND

MUNICH • PRINCETON • FALLS CHURCH • WILMINGTON • NEWARK • MIDLANDS, U.K. • CENTURY CITY • RICHMOND • LEESBURG

r e e d s m i t h . c o m

Mail Stop 4561         May 28, 2009
Via facsimile to (949) 362-2300  and U.S. Mail
William W. Smith, Jr. President and Chief Executive Officer Smith Micro Software, Inc. 51 Columbia, Suite 200 Aliso Viejo, California 92656
Re: Smith Micro Software, Inc.
 Form 10-K for the fiscal year ended December 31, 2008
Filed on March 10, 2009 Form 10-K/A for the fiscal year ended December 31, 2008 Filed on April 29, 2009

Dear Mr. Smith:
We have reviewed the above-referenced filings and have the following comments.  If
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 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-K for the fiscal year ended December 31, 2008

Item 1.  Business
 Marketing & Sales Distribution Strategy, page 8

1. We note that Verizon Wireless accounted for 30.9% of your total revenues in fiscal year
2008.  A description of your contractual arrangements with this customer appears

William W. Smith, Jr. Smith Micro Software, Inc. May 28, 2009 Page 2
 warranted.  Also, please tell us whether AT&T  or Sprint individually accounted for 10%
of more of your revenues in fiscal year 2008.
 Item 9A. Controls and Procedures

 Disclosure Controls and Procedures, page 33

 2. We note your disclosure that your Chief Ex ecutive Officer and Chief Financial Officer
concluded that your disclosure controls and procedures were “effective, in that they provide reasonable assurance that information required to be disclosed by [you] in reports that [you] file or submit under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.”  In your response letter, please confirm, if true, that  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.  In future filings, please expressly tie your effectiveness conclusion to the definition of disclosure controls and procedures as set out in Rule 13a-15(e) under the Exchange Act, or recite the entire definition.
 Changes in Internal Control over Financial Reporting, page 34

3. We note that you have provided the disclosure  required by Item 308(c) of Regulation S-K
with respect to “the 2008 fiscal year.”  Please confirm that in future filings on Form 10-K, you will provide the required disclosure with respect to changes in your internal control over financial reporting that occurred in the “fourth fiscal quarter.”
 Exhibits

 4. We are unable to locate your employment agreement with William W. Smith, Jr.  Please
advise.  Also, in future filings, please inco rporate by reference in your exhibit index your
employment agreement with Jonathan Kahn filed on Form 10-K/A on April 29, 2008.
 Form 10-K/A for the Fiscal Year Ended December 31, 2008

 Item 11. Executive Compensation

 Benchmarking of Compensation, page 6

 5. You state that the compensation study peer group included 19 wireless/communications
companies (software and hardware) with revenues of between $80 million and $200 million, similar market capitalization and employee size ranges.  In future filings, please

William W. Smith, Jr. Smith Micro Software, Inc. May 28, 2009 Page 3
 disclose the companies in the peer group.  See Item 402(b)(2)(xiv) of Regulation S-K and Question 118.05 of our Regulation S-K compliance and Disclosure Interpretations, available on our website.  Also, we note your statement in this section that “[n]o compensation decisions for fiscal year 2008 were made on the basis of [the compensation] study.”  Please reconcile this statement with the statement on page 9 that your Compensation Committee approved grants of restricted stock in 2008 “due to the Committee’s sense, based in part on the benchmarking study
…, that our total cash
compensation…was likely at the lower end of the market for technology companies of similar size.”
 Base Compensation, page 6

 6. Although you provide general information regarding the factors your compensation
committee considered in increasing base salaries for 2008, your disclosure should provide substantive analysis and insight into how the compensation committee determined the actual salaries paid to your named executive officers.  Your disclosure indicates that the compensation committee considered each officer’s job responsibilities, historical salary levels, the performance of your company, individual contributions of
your officers, the competitive conditions in your marketplace and compensation levels of other company officers.  With a view toward providing enhanced disclosure in future filings, please tell us in your response letter how consideration of the factors you identified resulted in the specific salary adjustments made in 2008.  For example, please explain how your compensation committee evaluated and weighed company performance in determining base salary levels.  Also, discuss the individual contributions made by your officers or changes in their job responsibilities that may have influenced salary decisions.
 Cash Bonus Awards, page 7

 7. You state that for “each performance objective the committee assigned a relative
weighting to provide guidelines for setting actual cash payouts for each executive officer based on a percentage of the individuals’ target bonus.”  Please disclose the relative weightings of each performance objective a nd clarify how the cash bonuses for each of
the named executive officers were calculated.  Please confirm that you will provide similar disclosures in future filings.
 8. You indicate that the cash bonuses received by Messrs. Sperling and Elliott were based
on a combination of revenue achievement, profitability achievement and specific performance objectives.  However, you do not disclose the specific performance objectives that applied to Messrs. Sperling and Elliot in 2008.  As these objectives appear to be material to your compensation policy, please include in your response letter a description of these specific performance objectives, including any quantitative targets that had to be met.  See Items 402(b)(2)(v) and (vii) of Regulation S-K and Question

William W. Smith, Jr. Smith Micro Software, Inc. May 28, 2009 Page 4
 118.04 of our Regulation S-K compliance and Disclosure Interpretations, available on our website.  If you have omitted the specific performance targets pursuant to Instruction 4 to Item 402(b) of Regulation S-K, please confirm that you have a competitive harm analysis that supports your reliance on that instruction, or advise.  Please note that to the extent that it is appropriate to omit specific targets pursuant to Instruction 4 to Item 402(b), your disclosure should address how difficult it will be for the executive or how likely it will be for the registrant to achieve the undisclosed target levels.  General statements regarding the level of difficulty, or ease, associated with achieving performance goals is not sufficient.  In this regard, we note your statement that “performance objectives were moderately difficult to achieve.”  In discussing how difficult or likely it would be for an executive or the registrant to achieve undisclosed target levels, the company should provide as much detail as necessary without providing information that poses a reasonable risk of competitive harm.
 Summary Compensation Table, page 11

 9. We note that the summary compensation table does not contain compensation disclosure
of the named executive officers for each of the last three  completed fiscal years pursuant
to Item 402(c)(1) of Regulation S-K.  Please advise.  See Question 1.01 of Item 402 of Regulation S-K — Executive Compensation guidance, available on our website at http://www.sec.gov/divisions/corpfin /guidance/execcomp402interp.htm.

*  *  *  *  *

Please 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.  If you amend your filing(s), you may wish
to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your response 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 response 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;

William W. Smith, Jr. Smith Micro Software, Inc. May 28, 2009 Page 5

• 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 Divisi on of Corporation Finance in our review of your
filing or in response to our comments on your filing.
 You may contact Jan Woo, Staff Attorney, at  (202) 551-3453 if you have any questions.
If you require further assistance you may me at (202) 551-3456.  If, thereafter, you require additional assistance, you may contact Barbara J acobs, Assistant Director at (202) 551-3730.
       S i n c e r e l y ,
Matthew Crispino Staff Attorney

Mail Stop 4561
December 27, 2007
 William W. Smith, Jr. Chairman of the Board, President       and Chief Executive Officer Smith Micro Software, Inc. 51 Columbia, Suite 200 Aliso Viego, California  92656 (949) 362-5800
 Re: Smith Micro Software, Inc. (File No. 000-26536)
Form 10-K for the Fiscal Year Ended December 31, 2006
Form 10-Q for the Quarterly Period Ended June 30, 2007
 Dear Mr. Smith,
We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time on the specific i ssues raised on the financial statements and
related matters.

Sincerely,
  Stephen Krikorian Accounting Branch Chief

CORRESP
1
filename1.htm

corresp

    555 WEST FIFTH STREET

LOS ANGELES

CALIFORNIA 90013-1024

TELEPHONE: 213.892.5200

FACSIMILE: 213.892.5454

WWW.MOFO.COM

    morrison & foerster llp

new york, san francisco,

los angeles, palo alto,

san diego, washington, d.c.

denver, northern virginia,

orange county, sacramento,

walnut creek, century city

tokyo, london, beijing,

shanghai, hong kong,

singapore, brussels

December 13, 2007

    Writer’s Direct Contact

213.892.5290

ASussman@mofo.com

Via Edgar and Facsimile to (202) 772-9210

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC 20549

Attention: Mr. Stephen Krikorian

    Re:

    Smith Micro Software, Inc. (File No. 000-26536)

Comment Letter dated October 31, 2007

Form 10-K for the Fiscal Year Ended December 31, 2006

Form 10-Q for the Quarterly Period Ended June 30, 2007

Dear Mr. Krikorian:

     This letter is being filed on behalf of Smith Micro Software, Inc. (the “Company”) in
response to a comment letter received from the Staff of the Securities and Exchange Commission by
letter dated October 31, 2007, and subsequent telephone conversations with Melissa Walsh of the
Staff. The numbering of the paragraph below corresponds to the numbering of your letter, the text
of which we have incorporated into this response letter for convenience. The Company has
authorized us to provide this response on its behalf.

Form 10-K for the fiscal year ended December 31, 2006

Consolidated Statements of Cash Flows, page F-7

    1.

    Your response to prior comment 1 explains why you believe that none of the qualitative
factors of SAB 99 have been met. These factors are an illustrative list of qualitative
considerations that may cause a qualitatively small error to be material. As such, the
absence of those qualitative considerations does not provide sufficient support for your
view that this quantitatively large error is not material. Based on the information
provided, we believe you should revise your financial statements in light of the fact that
the misstatement is quantitatively material to the subtotal captions within your
Consolidated Statements of Cash Flows.

Mr. Stephen Krikorian

December 13, 2007

Page Two

     In response to the Staff’s comment, on November 14, 2007 the Company filed amendments to its
(i) Form 10-K for the fiscal year ended December 31, 2006, and (ii) Form 10-Q for the quarterly
period ended June 30, 2007, including restatements of the statements of cash flows included in
those filings.

     Please be advised that the Company’s statement of cash flows for the quarter ended March 31,
2007 did not involve any amount for tax benefit related to the exercise of stock options, and
therefore the Form 10-Q for this period was not amended. Also the Company’s Form 10-Q for the nine
months ended September 30, 2007 correctly reported tax benefit related to the exercise of stock
options, and therefore the Form 10-Q for that period was not amended.

Analysis of Disclosure Controls and Internal Control Over Financial Reporting

     As reported in the Company’s Form 10-Q for the nine months ended September 30, 2007, the
Company conducted an evaluation of the effectiveness of its disclosure controls and procedures as
of September 30, 2007 and evaluated whether there have been changes in its internal control over
financial reporting during the quarter that have materially affected, or are reasonably likely to
materially affect, its internal control over financial reporting. In reaching its conclusions, the
Company took into consideration the then-pending restatements for the periods ending December 31,
2006 and June 30, 2007. As stated in its Form 10-Q, the Company concluded that (i) its disclosure
controls and procedures were effective and (ii) there were no changes in its internal control over
financial reporting during the quarter that materially affected, or are reasonably likely to
materially affect, its internal control over financial reporting.

     In reaching these conclusions, the Company took into consideration the guidance regarding
internal control audits contained in Auditing Standards No. 2 and No. 5, and the Staff Statement on
Management’s Report on Internal Control Over Financial Reporting dated May 16, 2005. In
particular, as recommended by this guidance management exercised judgment in assessing the reasons
why the restatements were necessary based on all the facts and circumstances, including the
probability of reoccurrence of the misstatements. The Company also took into consideration the
guidance in the Staff Statement that “[n]either Section 404 nor the Commission’s implementing rules
require that a material weakness in internal control over financial reporting must be found to
exist in every case of restatement resulting from an error.”

     The Company believes that the error resulted from a misapplication of paragraph 63 of SFAS
123(R), which was first adopted by the Company in fiscal 2006. SFAS 123(R) was otherwise correctly
implemented by the Company, including in its consolidated balance sheets and statements of
operations. The misapplication of the new accounting principle to the statements of cash flows was
unfortunate, but the misapplication involved an error in applying

Mr. Stephen Krikorian

December 13, 2007

Page Three

the technical classification rules under SFAS 123(R) rather than an error in calculating the
core financial figures affected by SFAS 123(R), which were presented correctly.

     The Company believes that there is a low likelihood of recurrence of the misapplication of
GAAP that led to the restatements. Complex changes in material accounting principles occur infrequently, and the Company has not experienced such an error previously in its history.
Furthermore, the application of a classification rule such as paragraph 63 of SFAS 123(R) tends to
be a one-time decision rather than a repetitive quarterly procedure that might otherwise need
improvement or additional employee training. The Company concluded, after consultation with its
auditors, that the incorrect classification of the cash flow line item that resulted in the
restatement was not the result of an ineffective control environment or inadequate controls within
the Company.

     Based on the foregoing, the Company concluded as of September 30, 2007 that (i) its disclosure
controls and procedures were effective and (ii) there were no changes in its internal control over
financial reporting during the quarter that materially affected, or are reasonably likely to
materially affect, its internal control over financial reporting.

* * *

     On behalf of the Company, we acknowledge that:

    •

    The Company is responsible for the adequacy and accuracy of the disclosure in its
filings;

    •

    Staff comments or changes to disclosure in response to comments from SEC staff do not
foreclose the SEC from taking any action with respect to the filing; and

    •

    The Company may not assert SEC staff comments as a defense in any proceeding initiated
by the SEC or any person under the federal securities laws of the United States.

     Please advise us if we can provide any further information or assistance to facilitate your
review. Please direct any further comments or questions regarding these filings or this response
letter to the undersigned at (213) 892-5290. My facsimile is (213) 892-5454.

    Sincerely,

    Allen Z. Sussman

    cc:

    Ms. Melissa Walsh

Mr. Andrew Schmidt, Chief Financial Officer

Mail Stop 4561
October 31, 2007
 William W. Smith, Jr. Chairman of the Board, President       and Chief Executive Officer Smith Micro Software, Inc. 51 Columbia, Suite 200 Aliso Viego, California  92656 (949) 362-5800
 Re: Smith Micro Software, Inc. (File No. 000-26536)
Form 10-K for the Fiscal Year Ended December 31, 2006
Form 10-Q for the Quarterly Period Ended June 30, 2007
 Dear Mr. Smith,
We have reviewed the above referenced filings and your response letters dated
September 14, 2007 and October 11, 2007 and have the following comment. We may ask you to provide us with supplemental info rmation so we may better understand your
disclosure.  Please be as deta iled as necessary in your expl anation.  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 10-K for the fiscal year ended December 31, 2006

Consolidated Statements of Cash Flows, page F-7

1. Your response to prior comment 1 expl ains why you believe that none of the
qualitative factors of SAB 99 have been met.  These factors ar e an illustrative list
of qualitative considerations that may cause a quantitatively small error to be material.  As such, the absence of th ose qualitative considerations does not
provide sufficient support for your view that  this quantitatively large error is not
material.  Based on the information provided, we believe you should revise your financial statements in light of the fact  that the misstatement is quantitatively
material to the subtotal captions within  your Consolidated Statements of Cash
Flows.

William W. Smith, Jr.
Smith Micro Software, Inc. October 31, 2007 Page 2 of 2
Please respond to this comment 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.  If you amend your filing(s), you may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter 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 comm ents after reviewing any amendment and
your responses to our comments.
 You may contact Melissa Walsh at 202-551-3224 or me at 202-551-3488 if you
have questions regarding the above comments.
 Sincerely,   Stephen Krikorian Accounting Branch Chief

CORRESP
1
filename1.htm

corresp

    555 WEST FIFTH STREET

LOS ANGELES

CALIFORNIA 90013-1024

TELEPHONE: 213.892.5200

FACSIMILE: 213.892.5454

WWW.MOFO.COM

    morrison & foerster llp

new york, san francisco,

los angeles, palo alto,

san diego, washington, d.c.

denver, northern virginia,

orange county, sacramento,

walnut creek, century city

tokyo, london, beijing,

shanghai, hong kong,

singapore, brussels

October 11, 2007

    Writer’s Direct Contact

213.892.5290

ASussman@mofo.com

Via Edgar and Facsimile to (202) 772-9210

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC 20549

Attention: Mr. Stephen Krikorian

    Re:

    Smith Micro Software, Inc. (File No. 000-26536)

Comment Letter dated September 27, 2007

Form 10-K for the Fiscal Year Ended December 31, 2006

Form 10-Q for the Quarterly Period Ended June 30, 2007

Dear Mr. Krikorian:

     This letter is being filed in response to a comment letter received from the Staff of the
Securities and Exchange Commission by letter dated September 27, 2007 with respect to the
above-referenced filings of Smith Micro Software, Inc. (the “Company”). Your letter was in
response to our letter dated September 14, 2007. The numbering of the paragraph below corresponds
to the numbering of your letter, the text of which we have incorporated into this response letter
for convenience. The Company has authorized us to provide the response below on its behalf.

Form 10-K for the fiscal year ended December 31, 2006 (the “2006 Form 10-K”)

Consolidated Statements of Cash Flows, page F-7

    1.

    You indicate in response to prior comment 1 that you did not adequately apply paragraph
68 of SFAS 123(R) in your presentation of net cash provided by operating activities and net
cash provided by financing activities in your 2006 Form 10-K. Tell us what consideration
you gave to amending your filing to restate your consolidated statements of operations. In
this regard, provide us with your complete materiality assessment pursuant to SAB 99. As
part of your response, also provide your analysis for the subsequent interim periods.

Mr. Stephen Krikorian

October 11, 2007

Page Two

     We assume in your comment that you meant to refer to a possible amendment to the Company’s
“consolidated statements of cash flows”, rather than its “consolidated statements of operations”,
since the comment involved the appropriate recording of “tax benefit related to the exercise of
stock options” (the “Tax Benefit”) as financing cash flows vs. operating cash flows.

     In accordance with “Staff Accounting Bulletin No. 99 — Materiality” (“SAB 99”), the
Company evaluated the materiality of incorrectly including the Tax Benefit in “net cash provided
by operating activities” in the 2006 Form 10-K and subsequent interim periods.

    •

    In the 2006 Form 10-K, if the Company had moved the Tax Benefit from “net cash
provided by operating activities” to “net cash provided by financing activities” in
its cash flow statements, it would have reduced “net cash provided by operating
activities” from $14.8 million to $9.9 million, and increased “net cash provided by
financing activities” from $59.2 million to $64.1 million.

    •

    In the Company’s Form 10-Q for March 31, 2007, there would have been no effect.

    •

    In the Company’s Form 10-Q for June 30, 2007, the same change would have reduced
“net cash provided by operating activities” from $7.4 million to $5.3 million, and
increased “net cash provided by financing activities” from $7.4 million to $9.6
million.

     For each of these periods, there would have been no change to “net change in cash & cash
equivalents” for the period, and “total cash provided” and “total cash used” for the periods would have remained unchanged.

     In accordance with SAB 99, the Company took into account the following qualitative factors:

    •

    The misstatements had no effect on the Company’s statements of operations,
balance sheet or statements of stockholders’ equity for the periods described
above.

    •

    Total net cash flows for the periods under review were not mistaken.

    •

    The misstatements did not mask a change in the Company’s earnings or other
trends for any periods.

Mr. Stephen Krikorian

October 11, 2007

Page Three

    •

    The misstatements did not hide a failure to meet analysts’ consensus for the
Company for any periods (there was no effect on statements of operations, which is the focus of analysts’ estimates).

    •

    The misstatements did not change a loss into income or vice versa, nor did the
misstatements result in a change from a negative amount to a positive amount or
vice versa for any line item in the Company’s financial statements for any period.

    •

    The misstatements did not concern a segment or other portion of the Company’s
business that has been identified as playing a significant role in its operations
or profitability.

    •

    The misstatements did not affect any loan covenants (the Company has no debt) or
other contractual requirements.

    •

    The misstatements had no effect on management’s compensation.

    •

    The misstatements did not conceal an unlawful transaction.

     As noted in our prior response letter, the Company will, in its future filings, take into
account paragraph 68 of SFAS 123(R) and include the following language in its footnote describing
its adoption of SFAS 123(R): “In accordance with SFAS 123(R), the Company presents excess tax
benefits from the exercise of stock options, if any, as financing cash flows rather than operating
cash flows.” The Company will also disclose the amount (if any) of excess tax benefits applicable
to SFAS 123(R).

     Taking into account the factors discussed above and all relevant circumstances, the Company
does not believe that the misstatements were material nor would it be appropriate to restate its
prior period financial statements to correct the misstatements.
Although the amounts involved did
exceed 5% of “net cash provided by operating activities” and “net cash provided by financing
activities”, the misstatements involved errors in classification rather than incorrect amounts.

The Company does not believe that the error in classification of Tax Benefit resulted in a material change in the Company’s overall cash flow or financial condition, nor would it be considered material to investors.

We note that the Company’s cash position was very significant relative to its size during these periods due to an
equity offering in December 2006, and no cash flow line item was changed from positive to negative or vice versa.

     In light of the quantitative and qualitative factors discussed above, the Company does not
believe that the misstatements were material, and therefore does not believe it appropriate to
amend its prior period filings to restate its consolidated statements of operations.

* * *

Mr. Stephen Krikorian

October 11, 2007

Page Four

     On behalf of the Company, we acknowledge that:

    •

    The Company is responsible for the adequacy and accuracy of the disclosure in its
filings;

    •

    Staff comments or changes to disclosure in response to comments from SEC staff do not
foreclose the SEC from taking any action with respect to the filing; and

    •

    The Company may not assert SEC staff comments as a defense in any proceeding initiated
by the SEC or any person under the federal securities laws of the United States.

     Please advise us if we can provide any further information or assistance to facilitate your
review. Please direct any further comments or questions regarding these filings or this response
letter to the undersigned at (213) 892-5290. My facsimile is (213) 892-5454.

    Sincerely,

    Allen Z. Sussman

    cc:

    Ms. Melissa Walsh

Mr. Andrew Schmidt, Chief Financial Officer

Mail Stop 4561
September 27, 2007
 William W. Smith, Jr. Chairman of the Board, President       and Chief Executive Officer Smith Micro Software, Inc. 51 Columbia, Suite 200 Aliso Viego, California  92656 (949) 362-5800
 Re: Smith Micro Software, Inc. (File No. 000-26536)
Form 10-K for the Fiscal Year Ended December 31, 2006
Form 10-Q for the Quarterly Period Ended June 30, 2007
 Dear Mr. Smith,
We have reviewed the above referenced  filings and your response letter dated
September 14, 2007 and have the following co mment. We may ask you to provide us
with supplemental information so we may bette r understand your disclosu re.  Please be as
detailed as necessary in your explanation.  Af ter 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 10-K for the fiscal year ended December 31, 2006

Consolidated Statements of Cash Flows, page F-7

1. You indicate in response to prior comme nt 1 that you did not adequately apply
paragraph 68 of SFAS 123(R) in your presentation of net cash provided by operating activities and net cash provid ed by financing ac tivities in your 2006
Form 10-K.  Tell us what consideration you gave to amending your filing to restate your consolidated stat ements of operations.  In this regard, provide us with
your complete materiality assessment pur suant to SAB 99.  As part of your
response, also provide your analysis for the subsequent interim periods.

William W. Smith, Jr.
Smith Micro Software, Inc. September 27, 2007 Page 2 of 2
Please respond to this comment 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.  If you amend your filing(s), you may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter 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 comm ents after reviewing any amendment and
your responses to our comments.
 You may contact Melissa Walsh at 202-551-3224 or me at 202-551-3488 if you
have questions regarding the above comments.
 Sincerely,   Stephen Krikorian Accounting Branch Chief

CORRESP
1
filename1.htm

corresp

555 WEST FIFTH STREET

LOS ANGELES

CALIFORNIA 90013-1024

TELEPHONE: 213.892.5200

FACSIMILE: 213.892.5454

WWW.MOFO.COM

MORRISON & FOERSTER LLP

NEW YORK, SAN FRANCISCO,

LOS ANGELES, PALO ALTO,

SAN DIEGO, WASHINGTON, D.C.

DENVER, NORTHERN VIRGINIA,

ORANGE COUNTY, SACRAMENTO,

WALNUT CREEK, CENTURY CITY

TOKYO, LONDON, BEIJING,

SHANGHAI, HONG KONG,

SINGAPORE, BRUSSELS

September 14, 2007

    Writer’s Direct Contact

213.892.5290

ASussman@mofo.com

Via Facsimile to (202) 772-9210

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC 20549

Attention: Ms. Melissa Walsh

    Re:

    Smith Micro Software, Inc. (File No. 000-26536)

Comment Letter dated August 21, 2007

Form 10-K for the Fiscal Year Ended December 31, 2006

Form 10-Q for the Quarterly Period Ended June 30, 2007

Form 8-K filed August 1, 2007

Dear Ms. Walsh:

     This letter is filed in response to comments received from the Staff of the Securities and
Exchange Commission by letter dated August 21, 2007 with respect to the above-referenced filings of
Smith Micro Software, Inc. (the “Company”). The numbering of the paragraphs below
corresponds to the numbering of the Staff’s letter, the text of which we have incorporated into
this response letter for convenience. The Company has authorized us to provide the responses below
on its behalf.

Form 10-K for the fiscal year ended December 31, 2006 (the “2006 Form 10-K”)

Consolidated Statements of Cash Flows, page F-7

    1.

    We note that the tax benefit related to the exercise of stock options in 2006 is
included in net cash provided by operating activities rather than net cash provided by
financing activities. Tell us how you considered paragraph 68 of SFAS 123(R) in this
presentation. Your footnote on page F-12 describing your adoption of SFAS 123(R) on
January 1, 2006 should also indicate the impact of applying this paragraph of SFAS 123(R)
that amends SFAS 95.

Ms. Melissa Walsh

September 14, 2007

Page Two

     The Company did not adequately take into consideration paragraph 68 of SFAS 123(R) in
presenting the tax benefit related to the exercise of stock options in 2006. On behalf of the
Company, we acknowledge the Staff’s comment and confirm that the Company will, in future filings,
take into account paragraph 68 of SFAS 123(R) and include the following language in its footnote
describing its adoption of SFAS 123(R): “In accordance with SFAS 123(R), the Company presents
excess tax benefits from the exercise of stock options, if any, as financing cash flows rather than
operating cash flows.” The Company will also disclose the amount (if any) of excess tax benefits
applicable to SFAS 123(R).

     In its 2006 Form 10-K, the Company included the tax benefit related to the exercise of stock
options in net cash provided by operating activities. Taking into account paragraph 68 of SFAS
123(R), if the Company had moved the tax benefit related to the exercise of stock options from cash
provided by operating activities to net cash provided from financing activities, it would have
reduced cash provided by operating activities by $4,900 thousand to $9,850 thousand, and increased
cash provided by financing activities by $4,900 thousand to $64,085 thousand. Although the amounts
reflected in the operating and financing portions of the Statement of Cash Flows have changed, both
the operating and financing portions continue to show cash being provided, and the total cash
provided remains unchanged.

Notes to Consolidated Financial Statements

Note 7. Income Taxes, page F-26

    2.

    You indicate that you reversed all of your valuation allowance related to deferred tax
assets during the year ended December 31, 2006. Tell us why the release of the valuation
allowance is also resulting in a debit to deferred tax expense. That is, explain why the
release of the valuation allowance is included with the tax benefit related to exercise of
stock options that has increased your income tax expense by $9,567 thousand during 2006, as
disclosed in the table on page F-26. Also explain the entry to additional paid-in capital
of the same amount recorded during 2006, as noted in your consolidated statements of
stockholders’ equity on page F-6. That is, the amount recorded in additional paid-in
capital is substantially larger than the stock-based compensation expense recognized for
the year. Indicate how your accounting considered paragraphs 62 and 63 of SFAS 123(R) and
FSP SFAS 123(R)-3.

     The Company did not elect to apply the “simplified method” under SFAS 123(R)-3 to compute the
pool of excess tax benefits available to absorb the tax deficiencies recognized subsequent to the
adoption of SFAS 123(R) (“APIC Pool”). The Company computes its APIC Pool following the
guidance in Paragraph 63 of SFAS 123(R). The Company calculates the amount available to offset
the future write-off of the deferred tax assets attributable to SFAS 123(R) equity compensation as
the net amount of excess tax benefits that would have qualified

Ms. Melissa Walsh

September 14, 2007

Page Three

had the Company adopted SFAS 123(R) for recognition purposes pursuant to SFAS 123(R)’s
original effective date and transition method.

     The valuation allowance released contains two components: equity and non-equity. A total of
$4,667 thousand of the valuation allowance released is related to stock option deductions included
in NOLs. The release of the equity component of the valuation allowance should credit APIC instead
of the tax provision. As such, the Company disclosed the offset to the $4,667 thousand of equity
valuation allowance released in the line “tax benefit related to exercise of stock options and
release of valuation allowance” in the Statement of Stockholder’s Equity. The remaining $4,900
thousand ($9,567 thousand minus $4,667 thousand) in the “tax benefit related to exercise of stock
options and release of valuation allowance” represents the excess tax benefits calculated by taking
the difference between the expected 2006 stock compensation tax deduction and the cumulative
compensation for those instruments recognized for financial reporting. As required by SFAS 123(R)
Paragraph 62, the excess tax benefits shall be recognized as additional paid-in capital. Thus, the
Company increased its additional paid-in capital by the current year excess tax benefit of $4,900
thousand and the equity component of the valuation release of $4,667 thousand.

    3.

    We note that you recognized an income tax benefit of $500 thousand during 2006 related
to a purchase price adjustment for Photags. Explain the nature of this adjustment and cite
the authoritative literature relied upon in your accounting. Tell us how you considered
this adjustment in purchase accounting.

     The Company acquired the assets of Photags in a tax-free, all-stock merger transaction in
March 2006. The acquisition was effected when Photags merged with and into a transitory subsidiary
wholly owned by the Company. In connection with the acquisition, the Company recorded $500
thousand of deferred tax liabilities related to identifiable intangible assets identified in
purchase accounting. The Federal and State deferred tax expenses ($58 thousand) and ($33 thousand)
represent the change in the 12/31/2005 and 12/31/2006 deferred tax assets/liabilities balances. As
such, the Federal and State deferred tax expenses also include the $500 thousand of deferred tax
liabilities attributable to Photag’s identifiable intangible assets. As a result, in the
reconciliation presented on page F-26, the Company booked $500 thousand of tax benefit in a
separate line item to offset the $500 thousand change in deferred tax liabilities embedded in the
Federal and State deferred taxes expenses of ($58 thousand) and ($33 thousand).

     The Company relied on the following authoritative literature: (a) FAS 109.30, which requires
the recognition of deferred tax assets and liabilities for the tax effects of the difference
between assigned values in the purchase price allocation and tax bases of assets acquired and
liabilities assumed in a purchase business combination; (b) FAS 141.35, which requires

Ms. Melissa Walsh

September 14, 2007

Page Four

companies to allocate the purchase price in a business combination to the individual assets
acquired and liabilities assumed based on the estimated fair values of the acquired assets and
assumed liabilities at the acquisition date. Individual assets include identifiable intangible
assets.

     For income tax purposes, amounts assigned to particular assets acquired and liabilities
assumed may be different than amounts used for financial reporting. The differences in assigned
values for financial reporting and tax purposes result in temporary differences. In applying FAS
109, companies are required to recognize the tax effects of temporary differences related to all
assets and liabilities including identifiable intangible assets.

Note 14. Shares Subject to Rescission (Unaudited), page F-35

    4.

    Tell us why this footnote is labeled as unaudited.

     Footnote 14, “Shares Subject to Rescission,” on page 35 of the 2006 Form 10-K was
inadvertently labeled “Unaudited,” Footnote 14 was audited, and the Company will reflect this
information as “Audited” in future filings, as appropriate.

Form 10-Q for the Quarter Ended June 30, 2007

Item 4. Controls and Procedures, page 26

    5.

    We note that your chief executive officer and chief financial officer have determined
that your “disclosure controls and procedures have been designed and are being operated in
a manner that provides reasonable assurance” to meet the definition pursuant to Rule
13a-15(e) of the Exchange Act. This disclosure does not indicate whether your certifying
officers have reached a conclusion that your disclosure controls and procedures are
effective. Please confirm that your certifying officers concluded that your disclosure
controls and procedures were effective based on the full definition per Rule 13a-15(e) of
the Exchange Act as of June 30, 2007, March 31, 2007 and December 31, 2006. Also provide
us with a representation that future reports will include your certifying officers’
conclusions regarding effectiveness of your disclosure controls and procedures required by
the definition set forth by the rules.

     The Company hereby confirms that its certifying officers concluded that disclosure controls
and procedures were effective, based on the full definition per Rule 13a-15(e) of the Exchange Act,
as of June 30, 2007, March 31, 2007 and December 31, 2006. The Company will include, in its future
filings, its certifying officers’ conclusions regarding effectiveness of disclosure controls and
procedures required by the definition set forth by the rules.

Ms. Melissa Walsh

September 14, 2007

Page Five

Form 8-K filed August 1, 2007

Exhibit 99.1

    6.

    We believe the pro-forma statements of operations columnar format appearing in Exhibit
99.1 of your Form 8-K filed August 1, 2007 may create the unwarranted impression to
investors that the pro-forma statements of operations have been prepared under a
comprehensive set of accounting rules or principles while also conveying undue prominence
to a statement based on non-GAAP measures. In addition, Section II.A.2 of SEC Release
33-8176 defines non-GAAP measures and does not contemplate including non-GAAP financial
statements as a “measure.” Please remove that presentation, or explain to us in reasonable
detail why its retention is justified in light of these concerns. As a substitute for this
presentation format, you may consider presenting a separate reconciliation for only the
individual non-GAAP measures discussed within the text of your earnings release (i.e., pro
forma earnings per share and pro forma net income), provided each one complies with Item 10
of Regulation S-K, the Division of Corporation Finance’s Frequently Asked Questions
Regarding Use of Non-GAAP Financial Measures issued in June 2003, and SAB Topic 14G.

     The Company hereby confirms that it will, in its future earnings releases and associated Form
8-K filings, remove the pro-forma statements of operations columnar format and instead present a
separate reconciliation for only the individual non-GAAP measures discussed within the text of its
earnings releases. The Company will ensure that each reconciliation complies with Item 10 of
Regulation S-K, the Division of Corporation Finance’s Frequently Asked Questions Regarding Use of
Non-GAAP Financial Measures issued in June 2003, and SAB Topic 14G.

    7.

    Please ensure that future uses of non-GAAP financial measures are in compliance with
the disclosure requirements of Item 10(e)(1)(i)(A) of Regulation S-K. In this respect,
ensure that you include a presentation, with equal or greater prominence, of the most
directly comparable GAAP financial measures when presenting non-GAAP financial measures.
For example, we note your presentation of pro forma earnings per share and pro forma net
income on page 1 of your press release without any discussion of the comparable GAAP
results. In addition, when you use non-GAAP measures, ensure that you refer to them using
a title other than “pro forma.” Pro forma has a meaning as defined by generally accepted
accounting principles sand SEC rules that is significantly different than your
presentation. Refer to Item 10(e)(1)(ii)(E) of Regulation S-K.

     The Company hereby confirms that it will refrain from using the term “pro forma” where it is
inappropriate to do so, and will use the term “non-GAAP” instead in its future earnings releases
and associated Form 8-K filings. Where a non-GAAP figure is provided, the Company

Ms. Melissa Walsh

September 14, 2007

Page Six

will provide the most directly comparable GAAP financial measure with an appropriate
description, and will otherwise comply with Item 10(e)(1)(i)(A) and Item 10(e)(1)(ii)(E) of
Regulation S-K.

* * *

     On behalf of the Company, we acknowledge 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 comments from SEC staff do not
foreclose the SEC from taking any action with respect to the filings; and

    •

    The Company may not assert SEC staff comments as a defense in any proceeding initiated
by the SEC or any person under the federal securities laws of the United States.

     Please advise us if we can provide any further information or assistance to facilitate your
review. Please direct any further comments or questions regarding these filings or this response
letter to the undersigned at (213) 892-5290. My facsimile is (213) 892-5454.

    Sincerely,

    /s/ Allen Z. Sussman

    Allen Z. Sussman

cc: Andrew Schmidt, Chief Financial Officer

Mail Stop 4561

August 21, 2007

William W. Smith, Jr.
Chairman of the Board, President
     and Chief Executive Officer
Smith Micro Software, Inc.
51 Columbia, Suite 200
Aliso Viego, California  92656
(949) 362-5800

 Re: Smith Micro Software, Inc. (File No. 000-26536)
Form 10-K for the Fiscal Year Ended December 31, 2006
Form 10-Q for the Quarterly Period Ended June 30, 2007
Form 8-K filed August 1, 2007

Dear Mr. Smith,

We have reviewed the above referenced filings and have the following comments.
Please note that we have limited our review to only your financial statements and related
disclosures and do not intend to expand our re view to other portions of your document.
We may ask you to provide us with suppl emental information so we may better
understand your disclosure.  Please be as detail ed as necessary in your explanation.  After
reviewing this information, we may raise additional comments.

 Please understand that the purpose of our re view 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-K for the fiscal year ended December 31, 2006

Consolidated Statements of Cash Flows, page F-7

1. We note that the tax benefit related to the exercise of  stock options in 2006 is
included in net cash provided by operating activities rather than  net cash provided
by financing activities.  Tell us how you considered paragraph 68 of SFAS 123(R)
in this presentation.  Your footnote on page F-12 describing your adoption of
SFAS 123(R) on January 1, 2006 should also in dicate the impact of applying this
paragraph of SFAS 123(R) that amends SFAS 95.

William W. Smith, Jr.
Smith Micro Software, Inc.
August 21, 2007 Page 2 of 4
Notes to Consolidated Financial Statements

Note 7. Income Taxes, page F-26

2. You indicate that you reversed all of your valuation allowance related to deferred
tax assets during the year  ended December 31, 2006.  Tell us why the release of
the valuation allowance is also resulting in  a debit to deferred tax expense.  That
is, explain why the release of the valuation allowance is included with the tax
benefit related to exercise of stock op tions that has increased your income tax
expense by $9,567 thousand during 2006, as disc losed in the table on page F-26.
Also explain the entry to additional paid-in capital of the same amount recorded
during 2006, as noted in your consolidated statements of stockholders’ equity on
page F-6.  That is, the amount record ed in additional pa id-in capital is
substantially larger than the stock-base d compensation expense recognized for the
year.  Indicate how your accounting cons idered paragraphs 62 and 63 of SFAS
123(R) and FSP SFAS123(R)-3.

3. We note that you recognized an income tax benefit of $500 thousand during 2006 related to a purchase price adjustment for PhoTags.  Explain the nature of this
adjustment and cite the authoritative literature relied upon in your accounting.
Tell us how you considered this adjustment in purchase accounting.

Note 14. Shares Subject to Resc ission (Unaudited), page F-35

4. Tell us why this footnote is labeled as unaudited.

Form 10-Q for the Quarter Ended June 30, 2007

Item 4. Controls and Procedures, page 26

5. We note that your chief executive office and chief financial officer have determined that your “disclosure controls and procedures have been designed and
are being operated in a manner that provides reasonable assurance” to meet the definition pursuant to Rule 13a-15(e) of the Exchange Act.  This disclosure does
not indicate whether your certifying officer s have reached a conclusion that your
disclosure controls and procedures ar e effective.  Please confirm that your
certifying officers concluded that your di sclosure controls and procedures were
effective based on the full definition per Ru le 13a-15(e) of the Exchange Act as of
June 30, 2007, March 31, 2007 and December 31, 2006.  Also provide us with a representation that future reports will in clude your certifying officers’ conclusions
regarding effectiveness of your  disclosure controls and procedures required by the
definition set forth by the rules.

William W. Smith, Jr.
Smith Micro Software, Inc.
August 21, 2007 Page 3 of 4
Form 8-K filed August 1, 2007

Exhibit 99.1

6. We believe the pro-forma statements of operations columnar format appearing in Exhibit 99.1 of your Form 8-K filed August 1, 2007 may create the unwarranted impression to investors that the pro-form a statements of operations have been
prepared under a comprehensive set of acc ounting rules or principles while also
conveying undue prominence to a statement based on non-GAAP measures.  In addition, Section II.A.2 of SEC Rel ease 33-8176 defines non-GAAP measures
and does not contemplate including non-GAAP financial statements as a
“measure.”  Please remove that presentation, or explain to us in  reasonable detail
why its retention is justified in light of these concerns.  As a substitute for this
presentation format, you may consider presenting a separate  reconciliation for
only the individual non-GAAP measures discussed within the text of your
earnings release (i.e., pro forma earnings per share and pro forma net income),
provided each one complies with Item 10 of Regulation S-K, the Division of
Corporation Finance’s Frequently Aske d Questions Regarding Use of Non-GAAP
Financial Measures issued in June 2003, and SAB Topic 14G.

7. Please ensure that future uses of non-GAA P financial measures are in compliance
with the disclosure requirements of Item 10( e)(1)(i)(A) of Regulation S-K.  In this
respect, ensure that you include a presen tation, with equal or greater prominence,
of the most directly comparable GAAP financial measures when presenting non-
GAAP financial measures.  For example, we note your presentation of pro forma
earnings per share and pro forma net income on page 1 of your press release without any discussion of the comparable  GAAP results.  In addition, when you
use non-GAAP measures, ensure that you refe r to them using a title other than
“pro forma.”  Pro forma has a meaning as defined by generally accepted accounting principles and SEC rules that is significantly different than your
presentation.  Refer to Item 10(e)(1)(ii)(E)of Regulation S-K.

* * * * *

 Please 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.  If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your responses to our comments.

William W. Smith, Jr.
Smith Micro Software, Inc.
August 21, 2007 Page 4 of 4
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 in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Melissa Walsh at 202-551-3224 or me at 202-551-3488 if you
have questions regarding the above comments.

Sincerely,

Stephen Krikorian
Accounting Branch Chief

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

							June 16, 2006

Mail Stop 4561

William W. Smith, Jr.
President and Chief Executive Officer
Smith Micro Software, Inc.
51 Columbia, Suite 200
Aliso Viejo, CA 92656

      Re:	Smith Micro Software, Inc.
		Registration Statement on Form S-3
      Filed May 31, 2006
		File No. 333-134611

		Annual Report on Form 10-K for December 31, 2005
		Filed March 31, 2006
		File No. 0-26536

Dear Mr. Smith:

      We have limited our review of your filings to the issues we
have addressed in our comments.  We think you should revise your
document in response to those comments.  If you disagree, we will
consider your explanation as to why our comments are 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 information so we may better understand your disclosure.
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 S-3
Selling Stockholders, page 13
1. Please supplementally confirm that none of the selling
stockholders are registered broker-dealers or affiliates of
registered broker-dealers.

2. Please disclose the natural persons who control the voting
and/or
dispositive power over the shares held by those selling
stockholders
which are not natural persons.  Please see Interpretation I.60 of
the
July 1997 manual of publicly available CF telephone
interpretations,
as well as Interpretation 4S of the Regulation S-K portion of the
March 1999 supplement to the CF telephone interpretation manual.

Form 10-K for December 31, 2005
Item 9A. Controls and Procedures, page 30
3. We note that you provide only a partial definition of
"disclosure
controls and procedures" as set forth in Exchange Act Rule 13a-
15(e).
Please provide the entire definition specified in that Rule, i.e.,
that the disclosure controls and procedures are effective in
ensuring
that the information required to be disclosed is recorded,
processed,
summarized and reported, within the time periods specified in the
Commission`s rule and forms and is accumulated and communicated to
the issuer`s management, including its principal executive and
principal financial officer as appropriate to allow timely
decisions
regarding required disclosure.  Alternatively, you may cite to the
Exchange Act rule without reciting the rule itself.  Please
confirm
your understanding and provide us with a representation that you
will
conform your disclosure to the rule in future filings.

**********************************

      As appropriate, please amend your registration statement in
response to these comments.  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 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 to be certain that the
filing includes all information required under the Securities Act
of
1933 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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

      Please contact Hugh Fuller at (202) 551-3853 or me at (202)
551- 3730 with any other questions.

      					Sincerely,

      					Barbara C. Jacobs
      					Assistant Director

CC:	Allen Z. Sussman
	Morrison & Foerster LLP
	555 West Fifth Street
	Los Angeles, CA 90013-1024
	Facsimile no. (213) 892-5454
William W. Smith, Jr.
Smith Micro Software, Inc.
June 16, 2006
Page 1 of 3

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CORRESP
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[SMITH MICRO SOFTWARE, INC. LETTERHEAD]

August 1, 2006

By Facsimile

Barbara C. Jacobs

Assistant Director

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 4561

Washington, D.C. 20549

         Re:

    Smith Micro Software, Inc.
Registration Statement on Form S-3 (File No. 333-134611)

Dear Ms. Jacobs:

     In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of
1933, as amended, Smith Micro Software, Inc. (the “Company”) hereby requests the acceleration of
the effective date of the above-referenced Registration Statement so that it may become effective
at 4:00 p.m., East Coast time, on Thursday, August 3, 2006, or as soon as possible thereafter.

     The Company acknowledges that: (i) should the Securities and Exchange Commission (the
“Commission”) or the Commission staff (the “Staff”), acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any action with
respect to the filing; (ii) the action of the Commission or the Staff, acting pursuant to delegated
authority, in declaring the filing effect, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Company
may not assert this action as defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

    SMITH MICRO SOFTWARE, INC.

    /s/ Andrew C. Schmidt

    Andrew C. Schmidt.

Chief Financial Officer

    cc:

    Mr. Hugh Fuller — Securities and Exchange Commission

CORRESP
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SMITH MICRO SOFTWARE, INC.

51 Columbia

Aliso Viejo, CA 92656

June 13, 2005

Via Facsimile and EDGAR Transmission

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Mail Stop 4-6

Washington, D.C. 20549

    Attn:

    Mr. Mark P. Shuman and

Ms. Sara Kalin

    Re:

    Smith Micro Software, Inc. – Registration Statement on Form S-3

(Commission File No. 333-123821)

    Acceleration Request
    Requested
Date: June 17, 2005
    Requested
Time: 5:00 p.m. Eastern Time

Ladies and Gentlemen:

     Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as
amended, Smith Micro Software, Inc. (the “Registrant”) hereby requests that the Securities and
Exchange Commission (the “Commission”) take appropriate action to declare the above-referenced
Registration Statement on Form S-3 (File No. 333-123821), originally filed with the Commission on
April 4, 2005, as amended to date (the “Filing”), effective at the Requested Date and Requested
Time set forth above or as soon thereafter as practicable.

     Additionally, pursuant to your request, the Registrant hereby acknowledges that:

    •

    should the Commission or the staff, acting pursuant to delegated authority,
declare the Filing effective, it does not foreclose the Commission from taking any
action with respect to the Filing;

    •

    the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the Filing effective, does not relieve the Registrant from
its full responsibility for the adequacy and accuracy of the disclosure in the
Filing; and

    •

    the Registrant may not assert the action of the Commission or the staff, acting
pursuant to delegated authority, in declaring the Filing effective as a defense in
any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

    Very truly yours,

SMITH MICRO SOFTWARE, INC.

    By:
    /s/Robert W. Scheussler

    Robert W. Scheussler,

    Chief Financial Officer

CORRESP
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PATRICK ARRINGTON

(949) 932-3688

arrington.Patrick@Dorsey.com

June 7, 2005

VIA EDGAR AND FEDERAL EXPRESS

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Mail Stop 0406

Washington, DC 20549

Attn: Mark P. Shuman and

         Sara Kalin

    Re:

    Smith Micro Software, Inc.

Registration Statement on Form S-3

Filed April 4, 2005

File No. 333-123821

Ladies and Gentlemen:

     We are in receipt of the comments of the Staff of the Securities and Exchange Commission (the
“Commission”) set forth in your letter dated May 5, 2005 (the “SEC Comment Letter”), regarding the
above-referenced Registration Statement on Form S-3 (the “Registration Statement”) of Smith Micro
Software, Inc. (the “Company”). Concurrently herewith, we are filing with the Commission Amendment
No. 1 to the Registration Statement (the “Amendment”) on behalf of the Company. The substantive
changes made in the Amendment are principally in response to the Staff’s comments as set forth in
the SEC Comment Letter.

     We are responding to the SEC Comment Letter on behalf of the Company as set forth below. The
numbered responses set forth below contain each of the Staff’s comments in total set off in bold
type and correspond to the numbered comments contained in the SEC Comment Letter. Page references
in the text of the response correspond to the pages of the Amendment. All factual representations
in this letter are based upon information provided to us. Capitalized terms not otherwise defined
herein have the meaning given to them in the Amendment.

GENERAL

    1.
    Please file the letter from your legal counsel dated April 7, 2005, as correspondence on
EDGAR.

    Pursuant to the Staff’s request, the Company has filed the letter from its legal counsel
dated April 7, 2005, as correspondence on EDGAR.

Securities and Exchange Commission

June 7, 2005

REGISTRATION STATEMENT ON FORM S-3

Where You Can Find More Information

    2.
    We note that you filed an Item 4.01 Form 8-K on April 21, 2005. Please revise your filing to
update this section accordingly and ensure that your filing is similarly updated with respect
to any additional filings that are made prior to effectiveness and required to be incorporated
by reference. See Telephone Interpretation H.69 of the July 1997 CF Telephone Interpretations
Manual.

    In accordance with the Staff’s comment, the Company has revised the Registration Statement
on page 10 of the Amendment. The Company acknowledges the Staff’s comment and
supplementally advises the Staff that it will further amend the Registration Statement in
the event any additional filings are made prior to effectiveness of the Registration
Statement and required to be incorporated in the Registration Statement by reference.

Selling Stockholders

    3.
    Please revise to disclose the individual or individuals who exercise the voting and/or
dispositive powers with respect to the securities to be offered for resale by any legal
entities that are not subject to periodic reporting requirements under the Exchange Act. See
Telephone Interpretation I.60 of the July 1997 CF Telephone Interpretations Manual, as well as
Interpretation 45 of the Regulation S-K portion of the March 1999 Supplement to the CF
Telephone Interpretations Manual.

    In accordance with the Staff’s comment, the Company has revised the Registration Statement
on pages 12 through 17 of the Amendment based on information provided to the Company by the
Selling Stockholders.

    4.
    It appears that C.E. Unterberg, Towbin Capital Partners I, L.P., UT Technology Partners I
L.P. and UT Technology Partners II, L.P., are affiliates of a broker dealer. Please confirm
and, if true, revise to disclose whether such entities acquired their shares in the ordinary
course of business and whether, at the time of the acquisition of the securities, such
entities had any agreements or understandings, directly or indirectly, with any person to
distribute the securities. Additionally, please tell us whether any of the other selling
stockholders are either registered broker-dealers or affiliates thereof.

    In accordance with the Staff’s comment, the Company has revised the Registration Statement
on pages 12 through 17 of the Amendment to disclose that, based on information disclosed to
the Company, C.E. Unterberg, Towbin Capital Partners I, L.P., UT Technology Partners I L.P.
and UT Technology Partners II, L.P. are affiliates of a registered broker-dealer and such
entities acquired their shares in the ordinary course of business and, at the time of the
purchase of the shares, such entities had no agreements or understandings, directly or
indirectly, with any person to distribute the shares. Additionally, the

Securities and Exchange Commission

June 7, 2005

    Registration Statement has been amended to provide similar information regarding the other
selling stockholders who are affiliates of a registered broker-dealer. Based on
information provided to it, the Company supplementally advises the Staff that none of the
selling stockholders are registered broker-dealers.

Plan of Distribution

    5.
    In your plan of distribution, you indicate that the selling stockholders may offer their
shares through the settlement of short sales. Tell us whether the selling stockholders have
any open short positions. Additionally, while we note the disclosure you have included in
this section regarding Regulation M, please confirm that the Company and the selling
stockholders are aware of Telephone Interpretation A.65 of the July 1997 CF Telephone
Interpretations Manual.

    In accordance with the Staff’s comment, the Company has revised the Registration Statement
on page 18 of the Amendment. Additionally, the Company supplementally advises the Staff
that it is aware of, and the selling stockholders have been informed of, Telephone
Interpretation A.65 of the July 1997 CF Telephone Interpretations Manual.

Legal Opinion

    6.
    We note that your counsel has indicated that the shares being, registered “have been duly
authorized and are legally issued and non-assessable, and to [their] knowledge, are fully
paid.” Please note that it is generally not appropriate to use knowledge qualifiers in the
context of providing an opinion required by Item 601(b)(5) of Regulation S-K. Tell us why
this language is included in the opinion. It appears you could obtain certificates of fact
from company officers as to the receipt of the subscriptions for the shares, and rely upon
those certificates of fact in reaching an unqualified legal conclusion that the shares have
been fully paid. Please revise appropriately.

    In accordance with the Staff’s comment, a new legal opinion has been filed as Exhibit 5.1
to the Amendment.

    7.
    Additionally, we note that your legal opinion is limited to “the Delaware General Corporation
Law... .” As you may know, Section VIII A.14 of the CF Current Issues Outline restricts such
limitation unless your legal counsel can confirm in writing that it understands that any such
limitation includes the statutory provisions and also all applicable provisions of the
Delaware Constitution and reported judicial decisions interpreting these laws. Please either
revise your legal opinion as necessary or provide the required confirmation in writing.

    Dorsey & Whitney LLP supplementally advises the Staff that it concurs with the Commission’s
understanding that the reference and limitation to “Delaware General Corporate Law”
includes the statutory provisions and also all applicable

Securities and Exchange Commission

June 7, 2005

    provisions of the Delaware Constitution and reported judicial decisions interpreting these
laws.

    8.
    Finally, we note that your legal opinion is rendered as of April 4, 2005 and that your legal
counsel has disclaimed any obligation to advise you of facts brought to their attention after
such date. The legal opinion required by Item 601(b)(5) of Regulation S-K should speak as of
a date as close as possible to the date of effectiveness. Accordingly, please ensure that
your legal opinion is updated each time you file an amendment or advise as to why this is not
possible.

    The Staff’s comment is noted.

AMENDMENT NO. 1 TO 2004 FORM 10-K

Executive Compensation, p.29

    9.
    We note from the disclosure in this section and from the information provided in the letter
from your legal counsel dated April 7, 2005, that for at least 2002 and 2003, one or both of
Christopher and Rodney Lippincott received compensation in excess of compensation paid to one
or more named executive officer. Please confirm that neither of these individuals were
executives at any point prior to 2004. Additionally, supplementally describe the positions
held by each of these related parties during the last nine years and the functions discharged
by them. With a view to disclosure, tell us the basis on which the levels of compensation to
Messrs. Lippincott were established. For example, were their base salaries and rates of
commission comparable to similarly situated employees? Did any other employees who were
neither related parties nor executive officers receive similar forms and amounts of
compensation?

    In response to the Staff’s comment, the Company has filed Amendment No. 2 to its Annual
Report on Form 10-K/A, filed with the Commission on May 25, 2005.

Certain Relationships and Related Transactions, p.38

    10.
    While we note the disclosure you have provided in the last paragraph of this section, please
revise to expand the disclosure regarding the relationship between Rhonda Smith and Messrs.
Lippincott to provide a comprehensive discussion of the fact that Ms. Smith’s sons have been
employed by the Company since prior to 1995 and that the disclosure required by Item 404 of
Regulation S-K regarding such relationship has not been provided until now. Include
information regarding the compensation paid to Messrs. Lippincott for the years 1995 through
2001 to the extent the amounts of compensation in any of those years exceeded $60,000.
Additionally, if either Christopher or Rodney Lippincott received aggregate compensation in
excess of that paid to named executive officers in any year prior to 2002, revise to
specifically disclose the number of years in which this occurred, in addition to disclosing
the fact that Mr. and Mrs.

Securities and Exchange Commission

June 7, 2005

    Smith were directors and majority shareholders of the Company at the time.

    In response to the Staff’s comment, the Company has filed Amendment No. 2 to its Annual
Report on Form 10-K/A, filed with the Commission on May 25, 2005.

     Any comments or questions concerning the Registration Statement should be directed to the
undersigned at (949) 932-3688 (fax: (949) 932-3601), or in my absence to Parker Schweich at (949)
932-3671. Thank you for your assistance in this matter.

    Very truly yours,

DORSEY & WHITNEY LLP

    /s/ Patrick Arrington

    Patrick Arrington, Esq.

    cc:

    Mr. Robert W. Scheussler

Parker A. Schweich, Esq.

Marc P. Ernaga, Esq.

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

May 5, 2005

Mail Stop 4-6

Mr. William W. Smith, Jr.
President and Chief Executive Officer
Smith Micro Software, Inc.
51 Columbia, Suite 200
Aliso Viejo, CA 92656

Re:	Smith Micro Software, Inc.
	Registration Statement on Form S-3
	Filed April 4, 2005
	File No. 333-123821

Dear Mr. Smith:

      This is to advise you that we have limited our review of the
above registration statement to the matters addressed in the
comments
below.  No further review of the registration statement has been
or
will be made.

	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.

GENERAL

1. Please file the letter from your legal counsel dated April 7,
2005, as correspondence on EDGAR.

REGISTRATION STATEMENT ON FORM S-3

Where You Can Find More Information

2. We note that you filed an Item 4.01 Form 8-K on April 21, 2005.
Please revise your filing to update this section accordingly and
ensure that your filing is similarly updated with respect to any
additional filings that are made prior to effectiveness and
required
to be incorporated by reference.  See Telephone Interpretation
H.69
of the July 1997 CF Telephone Interpretations Manual.

Selling Stockholders

3. Please revise to disclose the individual or individuals who
exercise the voting and/or dispositive powers with respect to the
securities to be offered for resale by any legal entities that are
not subject to periodic reporting requirements under the Exchange
Act.  See Telephone Interpretation I.60 of the July 1997 CF
Telephone
Interpretations Manual, as well as Interpretation 4S of the
Regulation S-K portion of the March 1999 Supplement to the CF
Telephone Interpretations Manual.

4. It appears that C.E. Unterberg, Towbin Capital Partners I,
L.P.,
UT Technology Partners I, L.P. and UT Technology Partners II,
L.P.,
are affiliates of a broker dealer.  Please confirm and, if true,
revise to disclose whether such entities acquired their shares in
the
ordinary course of business and whether, at the time of the
acquisition of the securities, such entities had any agreements or
understandings, directly or indirectly, with any person to
distribute
the securities.  Additionally, please tell us whether any of the
other selling stockholders are either registered broker-dealers or
affiliates thereof.

Plan of Distribution

5. In your plan of distribution, you indicate that the selling
stockholders may offer their shares through the settlement of
short
sales.  Tell us whether the selling stockholders have any open
short
positions.  Additionally, while we note the disclosure you have
included in this section regarding Regulation M, please confirm
that
the Company and the selling stockholders are aware of Telephone
Interpretation A.65 of the July 1997 CF Telephone Interpretations
Manual.

Legal Opinion

6. We note that your counsel has indicated that the shares being
registered "have been duly authorized and are legally issued and
non-
assessable, and to [their] knowledge, are fully paid."  Please
note
that it is generally not appropriate to use knowledge qualifiers
in
the context of providing an opinion required by Item 601(b)(5) of
Regulation S-K.  Tell us why this language is included in the
opinion.  It appears you could obtain certificates of fact from
company officers as to the receipt of the subscriptions for the
shares, and rely upon those certificates of fact in reaching an
unqualified legal conclusion that the shares have been fully paid.
Please revise appropriately.

7. Additionally, we note that your legal opinion is limited to
"the
Delaware General Corporation Law... ."  As you may know, Section
VIII
A.14 of the CF Current Issues Outline restricts such limitation
unless your legal counsel can confirm in writing that it
understands
that any such limitation includes the statutory provisions and
also
all applicable provisions of the Delaware Constitution and
reported
judicial decisions interpreting these laws.  Please either revise
your legal opinion as necessary or provide the required
confirmation
in writing.

8. Finally, we note that your legal opinion is rendered as of
April
4, 2005 and that your legal counsel has disclaimed any obligation
to
advise you of facts brought to their attention after such date.
The
legal opinion required by Item 601(b)(5) of Regulation S-K should
speak as of a date as close as possible to the date of
effectiveness.
Accordingly, please ensure that your legal opinion is updated each
time you file an amendment or advise as to why this is not
possible.

AMENDMENT NO. 1 TO 2004 FORM 10-K

Executive Compensation, p.29

9. We note from the disclosure in this section and from the
information provided in the letter from your legal counsel dated
April 7, 2005, that for at least 2002 and 2003, one or both of
Christopher and Rodney Lippincott received compensation in excess
of
compensation paid to one or more named executive officer.  Please
confirm that neither of these individuals were executives at any
point prior to 2004.  Additionally,   supplementally describe the
positions held by each of these related parties during the last
nine
years and the functions discharged by them.  With a view to
disclosure, tell us the basis on which the levels of compensation
to
Messrs. Lippincott were established.  For example, were their base
salaries and rates of commission comparable to similarly situated
employees?  Did any other employees who were neither related
parties
nor executive officers receive similar forms and amounts of
compensation?

Certain Relationships and Related Transactions, p.38

10. While we note the disclosure you have provided in the last
paragraph of this section, please revise to expand the disclosure
regarding the relationship between Rhonda Smith and Messrs.
Lippincott to provide a comprehensive discussion of the fact that
Ms.
Smith`s sons have been employed by the Company since prior to 1995
and that the disclosure required by Item 404 of Regulation S-K
regarding such relationship has not been provided until now.
Include
information regarding the compensation paid to Messrs. Lippincott
for
the years 1995 through 2001 to the extent the amounts of
compensation
in any of those years exceeded $60,000.  Additionally, if either
Christopher or Rodney Lippincott received aggregate compensation
in
excess of that paid to named executive officers in any year prior
to
2002, revise to specifically disclose the number of years in which
this occurred, in addition to disclosing the fact that Mr. and
Mrs.
Smith were directors and majority shareholders of the Company at
the
time.

*	*	*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  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 filings 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.

	Notwithstanding our comments, in the event the Company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the Company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the Company may not assert this action 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

      If you have any questions, please call Sara Kalin at (202)
551-
3454.  If you need further assistance, you may contact me at (202)
551-3730.

							Sincerely,

							Mark P. Shuman
							Branch Chief-Legal

CC:	Via Facsimile
	Mr. Patrick Arrington, Esq.
	Mr. Parker A. Schweich, Esq.
	Mr. Marc P. Ernaga, Esq.
	Dorsey & Whitney LLP
	38 Technology Drive
	Irvine, CA 92618
	Telephone: (949) 932-3600
	Facsimile:  (949) 932-3601

??

??

??

??

Mr. William Smith
May 5, 2005
Page 1 of 5

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

corresp

April 25, 2005

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Mail Stop 0406

Washington, D.C. 20549

Attn.: Tamara Tangen, CPA

    Re:

    Smith Micro Software, Inc., (the “Company”)

Item 4.01 Form 8-K filed on April 21, 2005

Dear Ms. Tangen:

     Pursuant to your written request of April 22, 2005, the Company hereby confirms that it
intends to file, within the prescribed time period, an additional Item 4.01 Current Report on Form
8-K (the “Filing”) after the Company’s independent registered public accounting firm, Deloitte &
Touche LLP (“Deloitte”), completes its review of the Company’s interim financial statements to be
included in the Company’s Quarterly Report on Form 10-Q for the first quarter ended March 31, 2005,
and the relationship between the Company and Deloitte is actually terminated. Further, it is the
Company’s intention that the Filing will address all of the disclosures required by Item 304 of
Regulation S-K promulgated by the Securities and Exchange Commission (the “Commission”) pursuant to
the Securities Exchange Act of 1934, as amended, and that an updated letter from Deloitte, filed as
Exhibit 16.1, will be provided along with the Filing.

     Additionally, pursuant to your request, the Company hereby acknowledges 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.

     Should you have any questions, please do not hesitate to contact the undersigned at (949)
362-5800 or Pat Arrington at (949) 932-3688. Thank you for your assistance with this matter.

    Very truly yours,

    /s/  William W. Smith, Jr.

    William W. Smith, Jr.

    President and Chief Executive Officer

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 04-06

      April 22, 2005

Via facsimile to (949) 362-2300 and U.S. Mail

Mr. William W. Smith, Jr.
President and Chief Executive Officer
Smith Micro Software, Inc.
51 Columbia, Suite 200
Aliso Viejo, CA  92656

Re:   	Smith Micro Software, Inc.
      Item 4.01 Form 8-K filed on April 21, 2005
      File No. 000-26536

Dear Mr. Smith:

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

Form 8-K filed on April 21, 2005
1. We note that Deloitte & Touche LLP will resign upon completion
of
the review of your interim financial statements to be included
your
Form 10-Q for the quarter ended March 31, 2005.  Please note that,
at
such time as the review is completed and the relationship has
actually terminated, an additional Item 4.01 Form 8-K will be
required.  The Form 8-K should address all of the disclosures
required by Item 304 of Regulation S-K and an updated letter from
the
former accountant, filed as Exhibit 16, should be provided along
with
the filing.  Supplementally, confirm to us your intentions in this
regard.

      ********

       Please amend your filings, as needed, and respond to these
comments within five business days or tell us when you will
provide
us with a response.  You may wish to provide us with marked copies
of
the amendments to expedite our review.  Please furnish a cover
letter
with your amendments 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.

********
      Any questions regarding the above should be directed to me
at
(202) 942-1987, or in my absence, to Robert Benton at (202) 942-
1811.

Sincerely,

Tamara Tangen
      Staff Accountant

??

??

??

??

Smith Micro Software, Inc.
April 21, 2005
Page 2

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