Mail Stop 6010

      December 12, 2005

Michael S. Smith
Chief Executive Officer
Infinite Group, Inc.
595 Blossom Road, Suite 309
Rochester, New York 14610

      Re: 	Infinite Group, Inc.
      Preliminary Proxy Materials
      Filed November 22, 2005
      File No. 0-21816

Dear Mr. Smith:

	We have limited our review of your filing to those issues we
have addressed in our 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.

Proposal No. 3, page 12
1. Please expand this section to indicate, as of the most recent
date
practicable, the number of authorized shares of common stock
reserved
for issuance pursuant to options, warrants, contractual
commitments
or other arrangements.
2. For each commitment to issue shares in excess of the number
currently authorized, provide all disclosure required by Schedule
14A
as if shareholders were being asked to approve the commitment.
See
Note A to Schedule 14A.  For example, regarding the convertible
notes, please disclose the:

* date the notes were issued,
* terms of the notes,
* parties involved,
* reasons for issuing the notes,
* consideration received,
* use of proceeds, and
* interest of affiliates in the transaction.

       As appropriate, please revise 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 revised filing to expedite our review.  Please furnish a cover
letter with your amendment that keys your responses to our
comments
and provides any requested 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 investment 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 filing;

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

      Please contact Tom Jones at (202) 551-3602 or me at (202)
551-
3617 if you have questions.


      							Sincerely,



      							Russell Mancuso
      Branch Chief



??

??

??

??

Infinite Group, Inc.
December 12, 2005
Page 3