December 30, 2010
VIA EDGAR
Jan Woo, Esq.
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Re: MAM Software Group, Inc.
Response Letter to Staff Comments on Preliminary Proxy Statement on Schedule 14A, filed on December 30, 2010
Dear Ms. Woo:
In connection with the response letter filed today on our behalf by our counsel, Gersten Savage LLP, I would like to confirm the following on behalf of MAM Software Group, Inc. (the “Company”) with respect to the filing of the Preliminary Proxy Statement on Schedule 14A filed on December 30, 2010 (the “Filing”).
The Company acknowleges the following:
| · | 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 securieties laws of the United States. |
| Very truly yours, | |
| /s/ Charles F. Trapp | |
| Charles F. Trapp, Executive Vice President and Chief | |
| Financial Officer of MAM Software Group, Inc. |