March 7, 2006


      Mail Stop 4561

Steven S. Myers
Chairman and Chief Executive Officer
SM&A
4695 MacArthur Court, 8th Floor
Newport Beach, CA  92660

      Re:	SM&A
		Form 10-K for the year ended December 31, 2005
      Filed February 24, 2006
      File No. 0-23585

Dear Mr. Myers:

      We have reviewed your filing and have the following
comments.
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
information so we may better understand your disclosure.  After
reviewing this information, we may 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.


Notes to Consolidated Financial Statements

Note 1. Description of Business and Summary of Significant
Accounting
Policies

Recent Accounting Pronouncements, page F-10

1. We note that you did not adopt SFAS 123(R) until the first
quarter
of 2006, despite the fact that it should have been adopted as of
July
1, 2005.  Refer to paragraph 69(a) of SFAS 123(R) which states
that
the statement is effective as of the beginning of the first
interim
or annual reporting period that begins after June 15, 2005.  Tell
us
whether any awards were granted, modified, repurchased or
cancelled
during the period from July 1 - December 31, 2005.  If so, please
advise us of your accounting treatment for these awards and
quantify
the financial statement impact of the difference between the
accounting method used and the results that would have been
achieved
under SFAS 123(R).  We may have further comment.

Note 3. Related Party Transactions, page F-11

2. We note that during 2005 and 2004 you facilitated the exercise
of
several stock options then repurchased the shares at a discounted
cost.  Please advise us of your accounting treatment for these
transactions, including what consideration you gave to Question 14
of
FIN 44.

Exhibit 31

3. We note that the certifications filed as Exhibit 31.1 and 31.2
to
your Form 10-K are not in the proper form.  The required
certifications must be in the exact form prescribed; the wording
of
the required certifications may not be changed in any respect.
Accordingly, please file an amendment to your Form 10-K that
includes
the entire filing together with the certification of your current
CEO
and CFO in the form currently set forth in Item 601(b)(31) of
Regulation S-K.  In addition, please remove references to "Annual
report" and refer to the document as "report."

*    *    *    *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment 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 to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and 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 filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; 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 filings or
in
response to our comments on your filings.


      You may contact Kristi Beshears at (202) 551-3429 or me at
(202) 551-3486 if you have questions.



						Sincerely,



Daniel L. Gordon
Branch Chief

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SM&A
March 7, 2006
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