March 14, 2006

Mail Stop 4561

Rimas Buinivicius
Chairman and Chief Executive Officer
Sonic Foundry, Inc.
222 West Washington Avenue
Madison, WI 53703

Re:	Sonic Foundry, Inc.
	Amendment no. 1 to Form S-3
      Filed February 21, 2006
	File No. 333-130612

Dear Mr. Buinivicius:

	We have reviewed the above amendment and have the following
comment.

Selling Stockholders
1. In response to prior comment 2 of our letter dated January 7,
2006, you added information to footnotes (5) and (11) that
identifies
natural persons who exercise dispositive and voting powers
concerning
the offered securities.  However, the footnotes containing this
information relate to the shares offered by TechPar Group and
Tweentieth Century Markets and as well as to Joel P. Adams and Ron
Gillies.  Please revise or otherwise clarify the relationship of
the
information on footnotes (5) and (11) to these individuals.
2. In your response letter, you provided representations of Mr.
Simon
in response to prior comment 3 of our letter dated January 7,
2006.
Please tell us whether Mr. Simon acquired the warrants and will
acquire any underlying shares in the ordinary course of his
business.
Also, clarify whether at the time of the purchase of the warrants,
Mr. Simon had any agreements or understandings, directly or
indirectly, with any persons to distribute the underlying shares
of
common stock.  Please expand the prospectus to contain the
representations provided in response to this comment.

Signatures
3. With respect to prior comment 5 of our letter dated January 7,
2006, please provide a signature page in in the format specified
by
Form S-3.  The signature page should reveal which signatories are
signing the document in each of the capacities specified by Form
S-3
and Section 6 of the Securities Act.  In this regard, the
signature
page of the amendment is executed only by Mr. Buinivicius, in the
capacities of chief executive officer and director.  Please note
that
the signature page must be executed by the principal financial
officer (who should be designated as such), the majority of the
board
of directors (each of whom should be listed, whether or not
signing),
as well as the principal accounting officer or the controller
(designated as such).  In this regard, we note that Kenneth A.
Minor
signed your most recent Form 10-Q, filed February 13, 2006, as
Chief
Financial Officer.  Please note that the signature requirements
for a
registration statement under the Securities Act are also imposed
with
respect to Form 10-K eports filed pursuant to the Securities
Exchange
Act of 1934.  Please also see, for example, General Instruction
D(2)(a) to Form 10-K.

      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.

      Please contact Hugh Fuller at (202) 551-3853 or me at (202)
551-3642 with any other questions.

					Sincerely,


					Mark P. Shuman
					Branch Chief - Legal


CC:	Frederick H. Kopko, Jr.
	McBreen & Kopko
	20 N. Wacker Dr., Suite 2520
	Chicago, IL 60606
	Facsimile: (312) 332-2059
Simas Buinivicius, Chairman
Sonic Foundry, Inc.
March 14, 2006
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