Mail Stop 04-06

      April 22, 2005

Via facsimile to (949) 362-2300 and U.S. Mail

Mr. 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.
      Item 4.01 Form 8-K filed on April 21, 2005
      File No. 000-26536

Dear Mr. Smith:

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

Form 8-K filed on April 21, 2005
1. We note that Deloitte & Touche LLP will resign upon completion
of
the review of your interim financial statements to be included
your
Form 10-Q for the quarter ended March 31, 2005.  Please note that,
at
such time as the review is completed and the relationship has
actually terminated, an additional Item 4.01 Form 8-K will be
required.  The Form 8-K should address all of the disclosures
required by Item 304 of Regulation S-K and an updated letter from
the
former accountant, filed as Exhibit 16, should be provided along
with
the filing.  Supplementally, confirm to us your intentions in this
regard.

      ********

       Please amend your filings, as needed, and respond to these
comments within five business days or tell us when you will
provide
us with a response.  You may wish to provide us with marked copies
of
the amendments to expedite our review.  Please furnish a cover
letter
with your amendments that keys your responses to our comments and
provides any requested supplemental 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 reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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.

	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 filing;

* staff comments or changes to disclosure in response to staff
comments 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.

********
      Any questions regarding the above should be directed to me
at
(202) 942-1987, or in my absence, to Robert Benton at (202) 942-
1811.

Sincerely,


Tamara Tangen
      Staff Accountant


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Smith Micro Software, Inc.
April 21, 2005
Page 2