Mail Stop 4-6

      		March 2, 2005

Woodson Hobbs
President and Chief Executive Officer
Intellisync Corporation
2550 North First Street
San Jose, California 95131

	RE:	Intellisync Corporation
		Post-Effective Amendment No. 2 to Form S-3
		Filed January 31, 2005
		File No. 333-116146

Dear Mr. Hobbs:

	This is to advise you that we have limited our review of the
above registration statement to matters relating to your October
14,
2004 request for confidential treatment.  Based on this limited
review, we have no comments.

      No further review of the above registration statement has
been
or will be made.  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 review, before we exercise our discretion
under Section 8(c) and declare your post-effective amendment
effective, the Company should furnish a letter 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.

      Please direct all questions to Robert D. Bell, Staff
Attorney,
at (202) 942-1953.  If you need further assistance, you may
contact
me at (202) 942-1800.

						Sincerely,


						Barbara C. Jacobs
						Assistant Director
						Office of Computers and Online
Services


cc:	Elias J. Blawie
	Heller Ehrman White & McAuliffe LLP
	Fax (650) 324-0638
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Mr. Woodson Hobbs
Intellisync Corporation
Form S-3; File No. 333-116146
March 2, 2005
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