SecProbe.io

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                                                                [GRAY CARY LOGO]

                                                  153 Townsend Street, Suite 800
                                                    San Francisco, CA 94107-1907
                                                                www.graycary.com
                                                                 O] 415-836-2510
                                                                 F] 415-836-2501

December 8, 2004                                     OUR FILE NO. 1200471-901900

VIA EDGAR AND OVERNIGHT COURIER

United States Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: David Ritenour

RE:   TRIDENT MICROSYSTEMS, INC.
      FORM 10-K FOR PERIOD ENDED JUNE 30, 2004
      FORM 10-K/A FOR PERIOD ENDED JUNE 30, 2004
      FILE NO. 0-20784

         CONFIDENTIAL TREATMENT REQUESTED BY TRIDENT MICROSYSTEMS, INC.

Dear Mr. Ritenour:

We are writing on behalf of our client, Trident Microsystems, Inc. ("Trident"),
in response to the letter of comments (the "Comment Letter") received from the
staff (the "Staff") of the U. S. Securities and Exchange Commission (the "SEC")
dated November 5, 2004, with respect to Trident's Form 10-K for the period ended
June 30, 2004 and Form 10-K/A for the same period (together, the "Form 10-K").

Set forth below are Trident's responses to the comments made in the Comment
Letter. For your convenience, we restated each comment in italics below, with
numbers corresponding to the numbering in the Comment Letter. Trident's
responses follow the restated comments.

FORM 10-K FOR YEAR ENDED JUNE 30, 2004

Business - Page 3

Products in Development -- Page 6

1.    We note your disclosure that the Company will license High-Definition
      Multimedia Interface technology from Silicon Image. In future filings,
      please clarify whether the license arrangement is pursuant to a formal
      agreement. If the arrangement is in the negotiation stages, please
      discuss. If there is a formal agreement in place, discuss the material
      terms and consider filing it as a "material contract" under Item 601 of
      Regulation S-K or tell us why it should not be filed.

   AUSTIN    LA JOLLA    SACRAMENTO    SAN DIEGO    SAN FRANCISCO    SEATTLE
                        SILICON VALLEY    WASHINGTON, DC
<PAGE>

GRAY CARY WARE & FREIDENRICH LLP

CONFIDENTIAL TREATMENT REQUESTED BY TRIDENT MICROSYSTEMS, INC.
December 8, 2004
Page Two

      RESPONSE: Trident has a formal agreement for this technology. However, the
      technology is not material to its business.

      Sales, Marketing. And Distribution - Page 7

2.    We note your disclosure in Note 11 to your financial statements that a
      small number of customers frequently accounted for a majority of your
      revenues during fiscal 2004. In future filings, please provide the
      disclosures regarding customers who represent ten percent or more of the
      company's consolidated revenues required by Item 101(c)(1)(vii) of
      Regulation S-K.

      RESPONSE: Trident believes that the information is properly disclosed on
      Page 21 of our Form 10-K (MD&A Revenues) as well as in Note 11 to the
      financial statements.

      Manufacturing - Page 7

3.    In future filings, please include a detailed summary of the material terms
      of your foundry relationship with UMC.

      RESPONSE: Except as otherwise disclosed in its public filings, Trident has
      no long term purchase contracts with UMC. Trident's contractual
      relationship with UMC to date has exclusively consisted of purchase orders
      containing standard commercial terms. Other than price, Trident does not
      consider these terms to be material. Trident will examine this issue in
      connection with future filings and will disclose material terms (other
      than price) to the extent any exist.

4.    You discuss certain risks associated with conducting business with
      foundries that are under no obligation to supply products except as
      provided for in a particular purchase order. For example, we note your
      disclosure regarding the risk of loss of customers or other material
      adverse effects on operating results that could result from delays in the
      supply of products or shortages in raw material. In future filings, please
      discuss, if material, the extent to which the company has in the past
      experienced such delays or shortages, and how it has impacted operating
      results.

      RESPONSE: Trident hasn't experienced shortages or delays in recent
      periods. Trident will consider and review this issue in connection with
      future filings.

5.    In future filings, please provide disclosure related to the company and
      industry practices relating to working capital, or tell us why you believe
      that disclosure is not required. Please refer to Item 101(c)(1)(vi) of
      Regulation S-K.

      RESPONSE: In future filings, Trident will provide disclosure related to
      the company's practices with respect to working capital.

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GRAY CARY WARE & FREIDENRICH LLP

CONFIDENTIAL TREATMENT REQUESTED BY TRIDENT MICROSYSTEMS, INC.
December 8, 2004
Page Three

      Competition - Page 8

6.    In future filings, please revise to disclose the company's relative
      position in the markets you describe. In addition, briefly identify and
      explain any negative factors affecting the company's competitive position.
      See Item 101(c)(1)(x) of Regulation S-K.

      RESPONSE: Trident will include such disclosure in future filings.

      Intellectual Property - Page 11

7.    In future filings, please provide the disclosure required by Item
      101(c)(1)(iv) of Regulation S-K relating to the importance, duration and
      effect or all patents, trademarks, and licenses held by the company.

      RESPONSE: Trident will include such disclosure in future filings. In
      general, Trident's ownership of any particular patent or license has not
      been material to its business in recent periods.

8.    We note your disclosure that the company "will maintain certain rights and
      obligations with respect to [its] graphics technology," notwithstanding
      the sale of the company's graphics business to XGI in July 2003. In future
      filings, please clarify the nature and extent of those rights and
      obligations.

      RESPONSE: This language was only intended to clarify that Trident did not
      transfer all rights and obligations, although the retained rights and
      obligations may not be material. Trident will clarify in future filings
      that it retained rights necessary to conduct its business and will
      disclose any other rights or obligations, if material.

      Backlog - Page 12

9.    In future filings, quantify the dollar amount of backlog orders believed
      to be firm, as of a recent date and as of a comparable date in the
      preceding fiscal year, or tell us supplementally why you do not believe
      that those disclosures would be material or otherwise appropriate. Please
      refer to Item 101(c)(1)(viii) of Regulation S-K.

      RESPONSE: For the reasons noted in its Form 10-K disclosure, and
      consistent with other companies in its industry, Trident does not believe
      backlog is a reliable business indicator for its particular markets.
      Further details have been provided supplementally to the Staff.
      [Confidential and/or Supplemental Information Redacted]

Part II

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations - Page 17

      Overview - Page 17

10.   In future filings, consider revising the Overview section to provide a
      more specific discussion of the most important matters on which the
      company's executives focus in evaluating the company's financial condition
      and operating performance. For example,

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GRAY CARY WARE & FREIDENRICH LLP

CONFIDENTIAL TREATMENT REQUESTED BY TRIDENT MICROSYSTEMS, INC.
December 8, 2004
Page Four

      consider discussing economic or industry-wide factors relevant to the
      company. For guidance, please refer to SEC Release No. 33-8350.

      RESPONSE: Trident will review and revise this disclosure in future filings
      and will consider the guidance in Release No. 33-8350 as it does so.

      Critical Accounting Policies, Judgments and Estimates - Page 18

11.   We note that your accounting for stock-based employee compensation
      requires a significant amount of estimates, including assumptions
      regarding volatility, expected life and the market value at the date of
      grant for TTI options granted to TTI employees. Please revise your
      discussion in future filings to discuss why your estimates or assumptions
      bear the risk of change. Also, revise future filings to analyze factors
      such as how you arrived at the estimate, how accurate the estimate has
      been in the past, how much the estimate has changed in the past and
      whether the estimate is reasonably likely to change in the future.
      Finally, you should analyze the estimates' specific sensitivity to change
      based on other outcomes that are reasonably likely to occur and would have
      a material effect. See SEC Release No. 33-8350.

      RESPONSE: Trident will revise its disclosures in future filings to address
      these issues.

12.   Please supplementally provide us with details as to why you consider
      inventory obsolescence to be a critical accounting policy. Have you been
      required to record significant inventory obsolescence charges in the past?
      If so, quantify for us the impact of these charges on your results of
      operations? Do you maintain a reserve for inventory obsolescence? If so,
      why haven't you included such amounts in your Schedule II? Please
      supplementally advise and revise future filings to address our comments,
      as appropriate.

      RESPONSE: Trident believes that assessing the realizable value of
      potential excess and obsolete inventory involves judgment and considering
      the amounts that may potentially be involved, Trident considers the
      consistent application of this assessment a "critical accounting policy."
      Consistent with SAB 100, Trident also considers any adjustments as a new
      basis for costing the inventory and therefore Trident does not report this
      as a reserve. Further details have been provided supplementally to the
      Staff. [Confidential and/or Supplemental Information Redacted]

      Results of Operations -- Page 20

13.   When citing more than one factor in explaining a change in a financial
      statement line item, where material, the amounts of the individual factors
      cited, including offsetting factors, should be separately quantified
      unless it is impractical to do so. We note instances where it appears that
      the amounts of multiple factors should be reasonably quantifiable For
      example, under Selling, General and Administrative, you attribute the
      changes to increases in professional fees and increases in administrative
      expenses relating to your restructuring activities, however, the amounts
      are not quantified. Please apply this general guidance throughout
      Management's Discussion and Analysis in your future filings.

      RESPONSE: In future filings, Trident will provide quantitative information
      regarding the amounts of material individual factors in explaining the
      changes in financial statement line items. Pursuant to this comment, in
      its recent Form 10-Q for September 30, 2004, Trident provided additional
      disclosure of individual factors in contributing to changes in its
      results.

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GRAY CARY WARE & FREIDENRICH LLP

CONFIDENTIAL TREATMENT REQUESTED BY TRIDENT MICROSYSTEMS, INC.
December 8, 2004
Page Five

      Selling, General and Administrative -- Page 21

14.   When citing more than one factor in explaining a change in a financial
      statement line item, where material, the amounts of the individual factors
      cited, including offsetting factors, should be separately quantified
      unless it is impractical to do so. For example, you discuss that Selling,
      general and administrative expenses increased due to changes in
      professional fees and administrative expenses relating to restructuring
      activities. What portion of the increased expense is due to each factor?
      Please apply this comment throughout your Management's Discussion and
      Analysis.

      RESPONSE: In future filings, Trident will provide quantitative information
      regarding the amounts of material individual factors in explaining the
      changes in financial statement line items. Pursuant to this comment, in
      its recent Form 10-Q for September 30, 2004, Trident provided additional
      disclosure of individual factors in contributing to changes in its
      results.

      Investment in UMC and Other Investments -- Page 22

15.   We note your disclosure that the value of the company's investment
      securities, including shares in United Microelectronic Corporation, has
      recently exceeded forty percent of the value of the company's total
      assets. In light of this disclosure, please explain why the company is not
      an investment company within the meaning of Section 3(a)(1)(C) of the
      Investment Company Act of 1940.

      RESPONSE: Trident is an operating company. Furthermore, the value of
      Trident's investment securities was considerably less than forty percent
      of the value of Trident's total assets as of the end of the most recent
      fiscal quarter, calculated in accordance with Section 3(a)(1)(C) of the
      Investment Company Act of 1940 (the "1940 Act"), and Trident believes this
      continues to be the case as of the date of this letter, based on the
      current market valuation of UMC, recent market-based indications of the
      value of Trident's majority-owned subsidiary TTI, and the current exchange
      rate between the U.S. Dollar and the New Taiwanese Dollar. Trident is
      therefore not an investment company within the meaning of the 1940 Act.

16.   We note your disclosure that you "intend to continue...to take such
      actions as are necessary to ensure [you] are not, and are not regulated
      as, an investment company." Supplementally explain what actions the
      company is taking to ensure that it is not an investment company.

      RESPONSE: Trident is primarily engaged in the business of being a fabless
      semiconductor company. There are many actions Trident could take to
      prevent being classified as an investment company, up to and including
      liquidating its holdings of securities if necessary. Further details have
      been provided supplementally to the Staff. [Confidential and/or
      Supplemental Information Redacted]

<PAGE>

GRAY CARY WARE & FREIDENRICH LLP

CONFIDENTIAL TREATMENT REQUESTED BY TRIDENT MICROSYSTEMS, INC.
December 8, 2004
Page Six

      Liquidity and Capital Resources - Pace 24

17.   We note your disclosure that you anticipate that current resources are
      sufficient to meet the company's needs for at least the next twelve
      months. In future filings, please expand your disclosure to also discuss
      the company's liquidity on a long-term basis. Refer to the Instructions to
      Item 303(a) of Regulation S-K.

      RESPONSE: Trident will make this additional disclosure in future filings.

      We have had fluctuations in quarterly results in the past and may continue
      to do so in the future - Page 25

18.   We note your disclosure that seasonal fluctuat