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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rule 12h-3(c)

August 6, 2009

Response of the Office of Chief Counsel
Division of Corporation Finance


SumTotal Systems, Inc.
Incoming letter dated August 5, 2009

Based on the facts presented, the Division will not object if SumTotal Systems stops filing periodic and current reports under the Securities Exchange Act of 1934, including its quarterly report on Form 10-Q for the quarter ended June 30, 2009. In reaching this position, we note that SumTotal Systems has filed post-effective amendments removing from registration unsold securities under all effective registration statements on Forms S-3 and S-8, and those post-effective amendments are effective. We assume that, consistent with the representations made in your letter, SumTotal Systems will file a certification on Form 15 making appropriate claims under Exchange Act Rules 12g-4 and 12h-3 on or before the due date of its Form 10-Q for the quarter ended June 30, 2009.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division's position on enforcement action only and does not express any legal conclusion on the question presented.


Carolyn Sherman
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 08/07/2009