SecProbe.io

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Mail Stop 0306

December 16, 2004

Via Facsimile and U.S. Mail

Mr. Wilbur G. Stover, Jr.
Chief Financial Officer
Micron Technology, Inc.
8000 S. Federal Way
Boise, Idaho 83716-9632

	Re: 	Micron Technology, Inc.
		Form 10-K for the fiscal year ended September 2, 2004
      SEC File No. 1-10658

Dear Mr. Stover:

      We have reviewed your filings and have the following
comment.
We have limited our review to matters related to the issue raised
in
our comment.  Where indicated, we think you should revise your
future
filings in response to these comment.  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.  After reviewing this information, we may or may not
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.

Form 10-K for the fiscal year ended September 2, 2004

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

Inventory write-downs - page 16

1. We note that we issued comments regarding this non-GAAP
financial
measure related to adjusted gross margin.  This disclosure
represents
a non-GAAP financial measure and, in light of the issuance of FR-
65,
it appears that your presentation of adjusted gross margin is not
appropriate.  In this regard, we believe this non-GAAP financial
measure cannot be reconciled, as required by FR-65, because the
adjustment related to sales of written down inventory is not
reflected in your financial statements.  Generally, non-GAAP
financial measures exclude one or more "non-recurring" items or
can
be calculated using elements derived from financial presentations.
In accordance with Item 303 of Regulation S-K, we would not object
to
you discussing the sale of previously written down inventory and
the
impact on COGS in a narrative format.  In future filings please
remove the non-GAAP financial measure.  For reference see the
Frequently Asked Questions and Item 10(e) of Regulation S-K
regarding
the use of non-GAAP financial measures.

*    *    *    *

      As appropriate, please respond to this comment within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your response to our
comment
and provides any requested supplemental information.  Detailed
cover
letters greatly facilitate our review.  Please file your cover
letter
on EDGAR.  Please understand that we may have additional comments
after reviewing your response to our comment.

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.

      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.

      You may contact Heather Tress, Staff Accountant, at (202)
824-
5263 or me at (202) 942-2813 if you have questions regarding
comments
on the financial statements and related matters.  In this regard,
do
not hesitate to contact Martin James, the Senior Assistant Chief
Accountant, at (202) 942-1984.

							Sincerely,

							Daniel Gordon
							Accounting Branch Chief

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Mr. Wilbur G. Stover, Jr.
Micron Technology, Inc.
December 16, 2004
Page 3 of 3

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