January 4, 2006



Room 4561

Gary L. Williams
Vice President of Finance and Chief Financial Officer
Focus Enhancements, Inc.
1370 Dell Avenue
Campbell, California 95008


Re:	Focus Enhancements, Inc.
	Registration Statement on Form S-3
	Filed December 8, 2005
	File No. 333-130217

Dear Mr. Williams:

	This is to advise you that we have limited our review of the
above-referenced filings to the matters addressed in the comments
below.  Where indicated, we think you should revise your filing 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form S-3

Plan of Distribution, page 12
1. You indicate that the selling stockholders may engage in short
sales.  Please confirm that that you and the selling stockholders
are
aware of our position on short sales.  See interpretation A.65 of
the
July 1997 Publicly Available Telephone Interpretation Manual.
2. Please confirm that Mr. Ainbinder, in his individual capacity,
is
not a registered broker-dealer.

Where You Can Find More Information, page 22
3. Please note we no longer maintain public reference rooms in New
York or Chicago.

Legal Opinion
4. We note the statement "[t]his opinion is given as of the
effective
date of the Registration Statement..."  However, this statement
appears inconsistent with the specific opinion date of December 8,
2005.  Please advise.
5. We note the statement that the opinion, which is directed to
the
Board of Directors, is "solely for your benefit and may not be
relied
upon by any another person."  This statement appears to be an
inappropriate disclaimer since potential investors are entitled to
rely on your opinion.  Please revise.

* * * * *

	As appropriate, please amend your filing in response to these
comments.  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 filings 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert the declaration of effectiveness 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 connection with your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

	If you have any questions, please call Adam Halper, at (202)
551-3482.  If you require additional assistance you may contact
me,
at (202) 551-3730.

							Sincerely,


							Barbara C. Jacobs
						Assistant Director


cc: 	Jerrold F. Petruzzelli, Esq. and Craig D. Miller, Esq.
	Manatt Phelps & Phillips LLP
	1001 Page Mill Road, Building 2
	Palo Alto, CA 94304
	Facsimile: (650) 213-0260
??

??

??

??

Gary L. Williams
Focus Enhancements, Inc.
January 4, 2006
Page 3