Room 4561

April 25, 2006




Howard J. Nellor
President and Chief Executive Officer
Peerless Systems Corporation
2381 Rosecrans Avenue
El Segundo, CA 90245


Re:	Peerless Systems Corporation
	Form 10-K for Fiscal year Ended January 31, 2005
Forms 10-Q for Fiscal Quarters Ended April 30, 2005, July 31, 2005
and October 31, 2005
	File No. 000-21287


Dear Mr. Nellor:

              We have reviewed your response to our letter dated
April 3, 2006 in connection with our review of the above
referenced
filings and have the following comments.  Please note that we have
limited our review to the matters addressed in the comments below.
We may ask you to provide us with supplemental information so we
may
better understand your disclosure.  Please be as detailed as
necessary in your explanation.  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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.





Form 10-Q for the quarter ending October 31, 2005

Note 7.  Kyocera-Mita MOU, page 11

Note 1. Revenue recognition, page F-6

Comment Number 6

1. We note your response to our prior comment number 6 and that
you
are applying SOP 97-2 and guidance provided by EITF 00-21 and SAB
104.  Explain how you are applying the guidance in each of these
standards and the factors the Company considered in determining
this
arrangement is within the scope of these standards.  Specifically
address the paragraphs of the standards you are applying and your
analysis of how you determined each unit of account/element, fair
value for each unit of account/element and timing for recognizing
revenue for each unit of account/element.

2. We note from your response that the Company established VSOE of
undelivered maintenance services element that may extend one year
beyond the original three-year term of the arrangement based on
standalone agreements that provided the same annual maintenance
services covering any customer products developed using any of the
Company`s technology.  Explain how you determined fair value for
maintenance services to be delivered under this arrangement based
on
the Company`s  other arrangements, considering paragraph 5.2 of
the
Memorandum of Understanding relating to this arrangement provides
for
the terms and conditions of maintenance (included in the $24
million
development fee) to be separately agreed upon in writing by the
parties.

3. You indicate that $400,000 has been assigned to maintenance
services to be recognized over the service period following the
original three-year term of the arrangement.  Tell us whether this
amount is based on providing maintenance services for one product,
two products, three products etc., and how you objectively
determine
the value to assign to maintenance services considering the timing
and number of products to be developed under this arrangement  is
unknown.

******

      	 Please respond to these comments within 10 business
days
or tell us when you will provide us with a response.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

	You may contact Thomas Ferraro, Senior Staff Accountant, at
(202) 551-3225 or Craig Wilson, Senior Assistant Chief Accountant
who
supervised this review, at (202) 551-3226, if you have questions
regarding comments on the financial statements and related
matters,
or me at (202) 551-3730 with any other questions.

Sincerely,


      Kathleen Collins
							Accounting Branch Chief
Mr. Howard J. Nellor
Peerless Systems Corporation
April 25, 2006
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