April 12, 2019

Alan Knitowski
Chief Executive Officer
Phunware, Inc.
7800 Shoal Creek Blvd, Suite 230-S
Austin, TX 78757

       Re: Phunware, Inc.
           Amendment No. 3 to Registration Statement on Form S-1
           April 8, 2019
           File No. 333-229524

Dear Mr. Knitowski:

      We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.

Amendment No. 3 to Registration Statement on Form S-1

Prospectus Summary
PhunCoin, page 1

1.     You reference that you are "currently targeting launching the review
(beta) period on a
       nonproduction digital asset (not an actual security token) in the first
half of 2019." Please
       clarify what you mean by non-production digital asset and an actual
security token and
       how they relate to the PhunCoin that would be issued to PhunCoin Rights
holders.
2.     You anticipate that PhunCoin Rights holders will be issued PhunCoin
within one year
       after the PhunCoin Rights were acquired, but the PhunCoin will have no
usefulness and
       you will not create or facilitate the creation of a secondary market for
PhunCoin until the
       PhunCoin Ecosystem is operational. Please clarify the timing of the
initial issuances of
       PhunCoin, as they may be issued as early as June 2019, while the
PhunCoin Ecosystem
 Alan Knitowski
Phunware, Inc.
April 12, 2019
Page 2
      will still be in its beta stage. Clarify whether the PhunCoin issued
under these PhunCoin
      rights agreements will differ or be distinct from the PhunCoin that will
be issued after the
      PhunCoin Ecosystem has been established and how the utility functions of
the PhunCoin
      issued prior to the PhunCoin Ecosystem will accrue to these older digital
assets.
3.    While you indicate the specific launch date for the PhunCoin Ecosystem is
difficult to
      determine at this time, you indicate a review (beta) period on a
non-production digital
      asset is targeted to occur in the first half of 2019. Please provide more
information as to
      what additional steps must be performed after the review/beta period has
occurred and
      clarify the timeline of these steps. As part of your response, clarify
whether you are
      nearing the end of your initial development cycle and launch of PhunCoin
Ecosystem and
      whether you intend to issue PhunCoin to a broader set of investors and
users as early as
      June 2019 or shortly thereafter.
       You may contact Edwin Kim, Staff Attorney, at (202) 551-3297 or Barbara
C. Jacobs,
Assistant Director, at (202) 551-3735 with any questions.



                                                            Sincerely,

FirstName LastNameAlan Knitowski                            Division of
Corporation Finance
                                                            Office of
Information Technologies
Comapany NamePhunware, Inc.
                                                            and Services
April 12, 2019 Page 2
cc:       Eric Hsu, Esq.
FirstName LastName