7800 Shoal Creek Blvd.

Suite 230-South

Austin, TX 78757

January 21, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Re: Phunware, Inc.

Registration Statement on Form S-3

File No. 333-235896

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the above-referenced Registration Statement be accelerated so that it will be declared effective at 2:00 p.m. Eastern Time on January 23, 2020, or as soon thereafter as is practicable.

Please contact Alex R. Allemann with Winstead PC at (512) 370-2800 once the Registration Statement is declared effective.

PHUNWARE, INC.

             

By: /s/ Alan S. Knitowski

Alan S. Knitowski

Chief Executive Officer