March 5, 2019

Alan Knitkowski
Chief Executive Officer
Phunware, Inc.
7800 Shoal Creek Blvd, Suite 230-S
Austin, TX 78757

       Re: Phunware, Inc.
           Registration Statement on Form S-1
           Filed February 5, 2019
           File No. 333-229524

Dear Mr. Knitkowski:

       We have limited our review of your registration statement to those
issues we have
addressed in our comments. 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 by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.

Registration Statement on Form S-1

Prospectus Summary, page 1

1.     In a risk factor on page 19, you disclose that PhunCoin, Inc. launched a
Rule 506(c)
       offering in June 2018 that gave investors the right to acquire future
PhunCoin. You state
       that $985,000 has been raised, which is the same amount that you
disclosed in the Stellar
       Acquisiton III Form S-4 registration statement declared effective on
November 13, 2018.
       Please clarify in the summary whether this Rule 506(c) private offering
is ongoing and
       provide an update to the amount raised.
2.     Please clarify in the summary when the issuance of PhunCoin tokens is
expected to
       occur. On page F-42, you disclose that PhunCoins will be issued to
PhunCoin rights
       holders the:
 Alan Knitkowski
FirstName LastNameAlan Knitkowski
Phunware, Inc.
Comapany NamePhunware, Inc.
March 5, 2019
March 5, 2019 Page 2
Page 2
FirstName LastName

         "earlier of (i) the launch of PhunCoin's, Inc.'s blockchain technology
enabled rewards
         marketplace and data exchange ("Token Generation Event"), (ii) one (1)
year after the
         issuance of the Rights to the purchaser, or (iii) the date PhunCoin,
Inc. determines that it
         has the ability to enforce resale restrictions with respect to
PhunCoin pursuant to
         applicable federal securities laws. Proceeds from the Rights offering
are generally not
         refundable if the Token Generation Event is not consummated; however,
the Company
         believes PhunCoin, Inc. has a contractual obligation to use good faith
efforts to issue a
         Token to Rights holders under the Token Rights Agreement."

         Provide a status of the development of your PhunCoin ecosystem and
blockchain
         technology and whether you anticipate such issuances will occur within
one year of the
         issuance of the PhunCoin rights.
3.       Disclose that PhunCoin, Inc. filed a Form C Offering Statement on
January 22, 2019 for
         the further issuance of PhunCoin rights pursuant to Regulation CF.
Where appropriate,
         please provide a brief description of this offering and describe its
potential effect on your
         resale common stock offering, existing Rule 506(c) offering, and
Series F Preferred Stock
         PhunCoin rights. Clarify the uncertain timing of the PhunCoin issuance
and development
         of your PhunCoin ecosystem.
Risk Factors
The price of our common stock and warrants has been, and may continue to be,
volatile, and you
could lose all or part of your investment, page 31

4.       You disclose that from December 28, 2018 through February 4, 2019 your
closing price
         for your common stock has ranged from $10.84 per share to $308.40 per
share based on
         an average trading volume of 8,687. You also indicate you may have
volatility in your
         stock and warrant prices "for reasons that are unknown to us." Since
the filing of this
         registration statement, your common stock closing price per share has
declined to $33.50
         as of March 4, 2019. Please provide an explanation of the factors that
may be causing the
         volatility in your stock price. Clarify the anticipated effect of the
offering on your public
         float and share price.
        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.

        Refer to Rule 461 regarding requests for acceleration. Please allow
adequate time for us
to review any amendment prior to the requested effective date of the
registration statement.

       You may contact Edwin Kim, Staff Attorney, at (202) 551-3297 or Barbara
C. Jacobs,
Assistant Director, at (202) 551-3735 with any other questions.
 Alan Knitkowski
Phunware, Inc.
March 5, 2019
Page 3

                                    Sincerely,

FirstName LastNameAlan Knitkowski   Division of Corporation Finance
                                    Office of Information Technologies
Comapany NamePhunware, Inc.
                                    and Services
March 5, 2019 Page 3
cc:       Eric Hsu, Esq.
FirstName LastName