manatt |
| Craig D. Miller |
May 5, 2006 |
| 34172-037 |
VIA EDGAR
Ms. Barbara C. Jacobs
Assistant Director
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Focus Enhancements, Inc.
Registration Statement on Form S-3
Filed April 13, 2006
File No. 333-133291
Dear Ms. Jacobs:
In response to the comment letter received on May 4, 2006 in reference to the aforementioned registration statement, please be advised as follows:
1. We will revise footnote 8 in our prospectus to be filed pursuant to Rule 424(b)(3) to indicate that Ingalls & Snyder Value Partners L.P. is an affiliate of a broker- dealer.
2. We also hereby confirm that the reference in Exhibit 5 to the corporate laws of the State of Delaware includes other Delaware statutory provisions as well as the Delaware Constitution and reported judicial decisions interpreting these laws.
Do not hesitate to call should you need any additional information.
| Very truly yours, | |
| /s Craig D. Miller |
|
| Craig D. Miller | |
CDM:ksa
1001 Page Mill Road, Building 2, Palo Alto, California 94304-1006 Telephone: 650.812.1300 Fax: 650.213.0260
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