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