SecProbe.io

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April 7, 2005

Via Facsimile (213) 620-1398 and U.S. Mail
James J. Slaby, Esq.
Sheppard, Mullin, Richter & Hampton, LLP
333 South Hope Street
Los Angeles, California 90071
(213) 620-1780

RE:	Innovative Micro Technology, Inc.
      Schedule TO-I filed March 28, 2005
	File No. 005-00002-70

Dear Mr. Slaby:

      We have the following comments on the above-referenced
filing:

Schedule TO-I
Item 10.  Financial Statements

1. We note that you incorporate by reference the financial
information required by Item 1010(a) of Regulation M-A.  However,
Item 1010(c) of Regulation M-A requires that at least a summary of
that information be disseminated to option holders, even when you
incorporate by reference.  See Instruction 6 to Item 10 of
Schedule TO and Regulation M-A telephone interpretation H.7 available
at www.sec.gov in the July 2001 Supplement to the Division of
Corporation Finance`s Manual of Publicly Available Telephone
Interpretations.  Please revise to include at least the summary
financial information required by Item 1010(c) and advise the
staff as to how the Company intends to disseminate the information.

What is the current fair market value of the IMT common stock?
Page 5

2. Any information on how the board of directors will set the
market value of the company`s common stock, and thus the exercise price
of the options to be issued in this offer, is critical to a security
holder`s decision whether to tender, given that the company`s
common stock does not trade on an exchange. We note the disclosure here
and later in the offering materials about the possibility of using
"the price per share negotiated with an independent third party in a
recent sale of the common stock." Clarify whether there has been
such a recent sale or if one is contemplated. It is not clear from the
existing disclosure whether you are referring to an actual or
contemplated sale, or merely describing a valuation methodology
generally.

What happens if IMT is acquired between the time I tender and the
time I receive my new options?  page 6

3. Please clarify here, if true, that the options holders who
tender during this time would receive no consideration for tendered
options. We note your discussion regarding those tendering holders who
cease employment between the tender of options and receipt of new
options on page 14.

The Offer

Determination of Validity; Rejection of Options; Waiver of
Defects; No Obligation to Give Notice of Defects, page 12

4. While you may as a bidder reserve the right to waive any of the
listed offer conditions, you may not waive a condition of the
offer as to only one or some option holders. The global exemptive order
for option exchange offers issued by the SEC is not intended to permit
you to make the offer on different terms to different holders of
the same security. Delete the language to the contrary in the first
paragraph of this section at the bottom of page 12.

Withdrawal of Tenders, page 13

5. Here and in the corresponding summary section, disclose that
tendering option holders also have withdrawal rights after the
expiration of forty business days from the date this exchange
offer commenced, if the tendered notes have not yet been accepted for
payment. See Rule 13e-4(f)(2)(ii).

The Acceptance of Options for Exchange and Issuance of New
Options, page 13

6. We note your discussion of the results of a possible business
combination with another company.  Your discussion of this matter
should be balanced.  Because you describe possible scenarios in
case of acquisition, dissolution, or merger with another company in a
transaction in which IMT is not the surviving entity, and
tendering holders would not receive new options, you should also include
possible scenarios for those holding options untendered.  For
example, what happens to these options?  Presumably, a likely
scenario would include current IMT option holders receiving
options to purchase shares of a different issuer following a change of
control.

Conditions of the Offer, page 14

7. In the first paragraph you state that you may terminate this
offer if one of the listed events occurs and you determine in your
reasonable judgment that the occurrence of the event makes it
inadvisable to proceed with the offer. You have the right to
decide whether to terminate or proceed with your offer if a listed offer
condition is "triggered."  However, if you go forward with the
offer despite the occurrence of one of the listed events, you must waive
the applicable condition. Waiver of an offer condition may require
extension of the offer and dissemination of additional offer
materials. You may not use the language in the first paragraph of
this section to tacitly waive an offer condition by failing to
assert it. Please confirm your understanding in a supplemental response.

8. The last offer condition in paragraph (e) is extremely broad
and vaguely drafted. It allows you to terminate the offer if any
change occurs that is or may be material to you or your subsidiaries.
While we have permitted offer conditions premised on the existence of a
material adverse change, which is somewhat of a term of art, your
condition as currently written goes well beyond such a limit.
Please revise to more precisely define the scope of this paragraph.
Consider summarizing what you deem to be the "material benefits" you
expect to realize from this offer.

9. We refer to the second sentence of the last paragraph of this
section. In our view, you may condition a tender offer on any
number of conditions, as long as they are described with reasonable
specificity, capable of some measure of objective verification,
and outside of your control. The phrase "regardless of the
circumstances giving rise to them" implies that you may assert an offer
condition even when the condition is "triggered" by your own action or
inaction. Please revise.

Forward-Looking Statements, page 24

10. The safe harbor for forward-looking statements in the Private
Securities Litigation Reform Act of 1995 does not by its terms
apply to statements made in connection with a tender offer. See Section
27A(b)(2)(C) of the Securities Act of 1933 and Section
21E(b)(2)(C) of the Securities Exchange Act of 1934. Therefore, your
reference to the defined term "forward-looking statements" within the
meaning of the Securities Act and the Exchange Act is inappropriate.
Please delete the reference.

11. We reference your statement that you undertake no obligation
to update the forward-looking statements contained in or incorporated
by reference in your offer document.  This statement seems
inconsistent with your obligation to revise the offer materials to reflect
any material changes in the information disseminated to option
holders. See Rule 13e-4(e)(3).  Please revise or delete.

Closing Comments

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require.
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 filings;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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.

      As appropriate, please amend your Schedule TO-I in response
to these comments.  You may wish to provide us with marked copies of
the amendment, if required, to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your response letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to our comments.  If the information you provide in response to our
comments materially changes the information that you have already
provided to security holders, disseminate the revised materials in
a manner reasonably calculated to inform them of the new
information.

	Direct any questions to me at (202) 942-2903.  You may also
contact me via facsimile at (202) 942-9638.  Please send all
correspondence to us at the following ZIP code:  20549-0303.

						Very truly yours,

						Celeste M. Murphy
						Special Counsel
						Office of Mergers & Acquisitions

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