Room 4561
						August 24, 2005



Mr. Martin Wade III
Chief Executive Officer
International Microcomputer Software, Inc.
100 Rowland Way
Suite 300
Novato, CA 94945

Re:	International Microcomputer Software, Inc.
	Form 10-KSB for Fiscal Year Ended June 30, 2004
	Filed September 13, 2004
	File No. 000-15949


Dear Mr. Wade:

      We have reviewed your response letter dated August 19, 2005
and
have the following additional comments.  We may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  Please be as detailed as necessary in your
explanation.
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 10-KSB for the Fiscal Year Ended June 30, 2004

Note 1 - Summary of Significant Accounting Policies

Marketable Securities, page 39

1. We note your response to prior comment number 1.  It remains
unclear to us why you consider the transfers into and out of your
brokerage account to be investing cash flows. Your reconciliation
appears to suggest that these transfers
effectively represent the gross purchases and sales of securities
considering that such amounts do not appear to be provided
elsewhere
within your response. We note that you present "gains on
marketable
securities" which appears to represent realized gains on these
securities according to your statements of operations, but we were
unable to locate the gross purchases and sales relating to these
securities. Please explain to us in more detail why you believe
such
cash flows are investing cash flows and refer to the authoritative
guidance that supports your accounting.

Note 2 - Discontinued operations

Sale of Keynomics, page 43

2. We have read your response to prior comment number 3. It does
not
appear that you have addressed the impact of the cash flows
occurring
subsequent to the disposition that result from your continued
involvement with the Keynomics business in the form of a licensing
agreement.   Please respond by addressing how these ongoing cash
flows affected your conclusion with respect to paragraph 42 of
SFAS
144. In addition, refer to the authoritative guidance that
supports
your assertion that the "arms-length" and "non-exclusive" nature
of
the licensing agreement is relevant to your conclusion.

	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
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 any amendment and your responses to our comments.

	You may contact Christine Davis, Staff Accountant, at (202)
551-
3408, Mark Kronforst, Senior Staff Accountant at (202) 551-3451 or
me
at (202) 551-3489 if you have questions regarding these comments.

Sincerely,



      Brad Skinner
							Accounting Branch Chief
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Mr. Martin Wade
International Microcomputer Software, Inc.
August 24, 2005
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