Mail Stop 0406

September 17, 2004

Momoko Beran
Chief Financial Officer
Simulations Plus, Inc.
1220 West Avenue J
Lancaster, CA  93534


Re:  	Simulations Plus, Inc.
	Form 8-K filed September 3, 2004
File No. 1-32046


Dear Ms. Beran:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your documents in response to
these comments.  If you disagree, we will consider your explanation
as to why our comment is inapplicable or 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 on any other aspect of
our review.  Feel free to call us at the telephone numbers listed at
the end of this letter.


Item 4.01 Form 8-K filed September 3, 2004

1. The cover page of your Form 8-K indicates Commission File Number
0-21665.  However, your filing appears to have actually been filed
under Commission File Number 1-32046.  Review the file number
reported on your Form 8-K and revise as needed.
2. Disclosure in your Form 8-K includes various references to
Regulation S-K.   However, as you appear to be reporting as a small
business issuer, the appropriate reference should be to Regulation S-
B.  Review and revise your disclosure as needed.
3. Revise your disclosure to clearly indicate whether the former
accountant resigned, declined to stand for reelection or was
dismissed and the date.  See Item 304(a)(1)(i) of Regulation S-B.
4. Revise your disclosure to provide the information required by Item
304(a)(1)(ii) of Regulation S-B.
5. Revise your disclosure to provide the information required by Item
304(a)(1)(iii) of Regulation S-B.
6. Your disclosure indicates, in part, that there were no
disagreements with your former accountant on any matter of accounting
principle.  Expand this disclosure to address accounting practices,
financial statement disclosure, or auditing scope or procedure.  See
Item 304(a)(1)(iv)(A) of Regulation S-B.
7. Revise your disclosure regarding disagreements to specifically
address your two most recent fiscal years and the subsequent interim
period through the date the relationship with your former accountant
ceased.  See Item 304(a)(1) of Regulation S-B.
8. To the extent that you make changes to the Form 8-K to comply with
our comments, obtain an updated letter from the former accountants
addressed to the SEC stating whether the accountants agree with the
statements made in your revised Form 8-K and file the letter with
your revised Form 8-K as Exhibit 16.


General

	 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.
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 filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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.

Please file your supplemental response and amendment via EDGAR in
response to these comments within 5 business days of the date of this
letter.  Please note that if you require longer than 5 business days
to respond, you should contact the staff immediately to request
additional time.  Direct any questions regarding the above to me at
(202) 942-1922.


								Sincerely,


								Brad Skinner
							Senior Staff Accountant



Simulations Plus, Inc.
September 17, 2004
Page 3