February 27, 2020

David Karp
Chief Executive Officer
CounterPath Corporation
Suite 300, One Bentall Centre
505 Burrard Street
Vancouver, British Columbia V7X 1M3, Canada

       Re: CounterPath Corporation
           Registration Statement on Form S-3
           Filed February 24, 2020
           File No. 333-236604

Dear Mr. Karp:

       This is to advise you that we have not reviewed and will not review your
registration
statement.

        Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

      Please contact Matthew Derby, Staff Attorney, at (202) 551-3334 or Jan
Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of
Technology