SecProbe.io

CORRESP
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February 11, 2005

Via
EDGAR (with hard copy by courier)

Securities and Exchange
Commission

Division of Corporation Finance

450 Fifth Street, NW — MS-306

Washington DC
20549-0306

Attn:                    Mr.
Martin James

Mr.
Daniel Gordon

Re:                             Micron Technology, Inc.

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

SEC File No. 1-10658

Gentlemen:

This letter responds to Mr.
Gordon’s letter dated December 16, 2004, which sets forth the comments of the
Staff of the Securities and Exchange Commission (the “Staff”) regarding the
above referenced report of Micron Technology, Inc. (“the Report”).  The text of the Staff’s comment is reproduced
below in its entirety followed by our response.

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.

Response:

We respectfully share with
the Staff that the essence of the question before us is how the Company can
best provide transparent information on the Company’s manufacturing cost trends
(as requested by the investment community and as arguably required by SEC rules
and regulations), which are camouflaged by inventory write-downs in accordance
with generally accepted accounting principles.
After careful consideration of Regulation S-K Item 10(e), “Use of
non-GAAP financial measures in Commission filings,” the Staff’s “Frequently
Asked Questions Regarding the Use of Non-GAAP Financial Measures” and FR-65, “Conditions
for Use of Non-GAAP Financial Measures,” and discussions with our independent
registered public accounting firm and external legal counsel, the Company
concluded that the most effective means to provide transparent financial
reporting was to present a reconciliation table in our MD&A of Gross margin
— as adjusted.  Such presentation readily
allows the reader to consider the estimated effect of prior write-downs and
thereby evaluate trends in manufacturing costs.
Trends in manufacturing costs are one of the most significant performance
measures for the Company.  The tabular
presentation provides information to the investment community consistent with
information management uses in its ongoing operating decisions.  We respectfully submit that discussing the
sale of previously written down inventory and the impact on cost of goods sold
in a narrative format, while compliant with applicable law, would be noticeably
less transparent.  Additionally, if the
substance of the information currently being presented meets regulatory
requirements, as is suggested by the Staff’s concurrence with narrative
presentation, then the rationale for excluding tabular presentation is not
apparent.

The line item “Estimated
effect of previous write-downs” adjusts GAAP-based gross margin in the current
period to reflect the original historical cost basis of product sold during the
period.  Our GAAP-based gross margin in
the current period may exclude significant costs relating to inventory sold
that was subject to a previous write-down.
The accelerated recognition of a portion of the original historical
costs basis does not change the fact that the true historical cost basis of the
inventory sold during the period was much higher than what our GAAP-based gross
margin may indicate.  These higher
original historical costs reflect actual costs incurred by the Company and are
recorded by the Company in our accounting records.  A clear understanding of the relationship of
the GAAP-based gross margins to the original historical cost basis of products
sold is fundamental to the transparency of our filings and the reader’s
understanding of the Company’s financial results.

Furthermore, we bring to the
Staff’s attention that we began disclosing in our filings with the Commission “Gross
margin — as adjusted” in response to recurring inquiries from the investment
community concerning (i) the effect of our write-downs on periods’ reported
gross margins and (ii) the relationship of actual historical cost to current
and future average selling prices for our products.  Management of the Company uses actual
historical costs, as represented by the “as adjusted” numbers, to make
decisions and monitor performance of the Company’s operations.

We have further evaluated
the definition of a non-GAAP financial measure as set forth in Regulation S-K,
Item 10(e)(2), and respectfully disagree with the Staff’s position that the adjustment
related to sales of written down inventory is not reflected in our financial
statements.

2

The “estimated effect” calculation inherently
comes from and is consistent with the Company’s inventory accounting policies
applied in accordance with GAAP.  With
respect to the Staff’s concern that “Estimated effect of previous write-downs”
is not an amount specifically recorded in our accounting records, we point out
that the write-downs were included in our reported income statement in a
previous period or periods.

We believe our MD&A complies
with and contains all necessary disclosures required by SEC regulations
regarding the presentation of non-GAAP financial measures.  We continue to believe that the most
transparent disclosure to facilitate an accurate understanding by our
shareholders and the investment community of the underlying trends in
manufacturing costs of the Company is through the tabular presentation in our
MD&A.

*  *  *  *

Pursuant to the Staff’s
instructions, the Company hereby acknowledges 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.

Micron
wishes to thank the Staff for promptly completing its review of this response
letter and the Company’s Report.

If we can facilitate the Staff’s further
review of our Report, or if the Staff has any questions on any of the
information set forth herein, please call me at (208) 368-4621.  My fax number is (208) 363-2900.

  Sincerely,

  MICRON TECHNOLOGY, INC.

  /s/ W. G. Stover, Jr.

  W. G. Stover, Jr.

  Vice President of Finance

  and Chief Financial
  Officer

cc:                                 Ms. Heather
Tress, Securities and Exchange Commission

Mr. Roger J. Guido,
PricewaterhouseCoopers LLP

Mr. Michael A. Occhiolini,
Wilson Sonsini Goodrich & Rosati

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