Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Elliott Robert
2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2008
3. Issuer Name and Ticker or Trading Symbol
SMITH MICRO SOFTWARE INC [SMSI]
(Last)
(First)
(Middle)
51 COLUMBIA
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Marketing Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

ALISO VIEJO, CA 92656
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock (1) 11,250
D
 
Common Stock (2) 30,000
D
 
Common Stock (3) 50,000
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to buy)   (4) 07/01/2014 Common Stock 17,187 $ 1.91 D  
Employee Stock Option (Right to buy)   (5) 07/27/2015 Common Stock 50,000 $ 4.95 D  
Employee Stock Option (Right to buy)   (6) 02/18/2017 Common Stock 100,000 $ 12.55 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Elliott Robert
51 COLUMBIA
ALISO VIEJO, CA 92656
      Chief Marketing Officer  

Signatures

/s/ Diane Gulling, Attorney in Fact for Robert E. Elliott 09/08/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Restricted Stock Grant of 30,000 shares on 04/20/2006 which vested in 24 equal monthly installments beginning 05/20/2006. Remaining 11,250 shares are fully vested.
(2) Restricted Stock Grant of 30,000 shares on 02/16/2007 which vests in 24 equal monthly installments beginning 03/16/2007. 11,250 shares are unvested at 06/01/2008.
(3) Restricted Stock Grant of 50,000 shares on 05/16/2008. Vests in 48 equal monthly installments beginning 06/16/2008.
(4) 14,062 options are currently exercisable. The balance is exercisable in 2 remaining equal monthly installments.
(5) 20,833 options are currently exercisable. The remainder become exercisable in 14 successive equal monthly installments.
(6) 25,000 exercisable on 02/18/2008, the remaining become exercisable in 36 successive equal monthly installments.

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