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October 13, 2005

VIA
EDGAR AND FACSIMILE

Kathleen Collins

Accounting Branch Chief

Division of Corporation
Finance

United States Securities and
Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:                          THQ Inc.

Form 10-K for the
fiscal year ended March 31, 2005

File No. 000-18813

Dear Ms. Collins:

This
letter sets forth the responses of THQ Inc. (“THQ”, the “Company”, “we” or “our”)
to the comments of the staff of the U.S. Securities and Exchange Commission
(the “Staff”) with respect to the Staff’s review of our Form 10-K for the
fiscal year ended March 31, 2005 (the “10-K”), as contained in your letter
dated September 15, 2005.

We
understand that the purpose of your review is to assist us in clarifying the
overall disclosure in our filing and in complying with the applicable
disclosure requirements.  Thus, our
responses herein are intended to clarify and/or explain the disclosures
contained in the 10-K.

THQ’s
responses set forth below correspond to the comments as numbered in the Staff’s
letter.

Note
2. Summary of Significant Accounting Policies

Cash,
Cash Equivalents, Short-Term Investments, and Long-Term Marketable Securities, page 59

Comment:

1.         We note in your disclosure that you
reclassified auction rate securities from cash and cash equivalents to
short-term investments in fiscal year 2005 and that prior period information
related to auction rate securities was also reclassified.  However, it is not clear in your disclosure
why this reclassification was made.

Tell
us how you considered disclosing the reasons for this reclassification (i.e.,
to conform to the requirements of paragraph 8 of SFAS 95).

Response:

We
recognize after receiving the Staff’s comments that our disclosure describing
and quantifying the impact this reclassification of auction rate securities (“ARS”)
had on our prior financial statements could have provided more detail and could
have been more prominent in our Form 10-K for the fiscal year ended March 31,
2005.  We have reclassified certain
auction rate securities from cash equivalents to short-term investments to
reflect the converging interpretations of the accounting treatment of these
securities by the Securities and Exchange

Commission
(“SEC”) and the audit community. In future filings we intend to revise our
disclosure describing the reclassification of auction rate securities to
include language similar to the following:

We
have reclassified certain auction rate securities from cash equivalents to
short-term investments to conform to the definition of cash equivalents
required by paragraph 8 of SFAS No. 95, Statement of
Cash Flows.

Auction
rate securities are variable rate bonds tied to short-term interest rates with
maturities of the face of the underlying security in excess of 90 days.  Auction rate securities have interest rate
resets through a modified Dutch auction at predetermined short-term intervals,
typically every 7, 28, or 35 days.
Interest paid during a given period is based upon the interest rate determined
during the prior auction.  Although the
securities are issued and rated as long-term bonds, they are priced and traded
as short-term instruments because of the liquidity provided through the
interest rate reset.  We had historically
classified these instruments as cash and cash equivalents if the reset period
between interest rate resets was 90 days or less, which was based on our
ability to liquidate our holdings or roll our investment over to the next reset
period.

There
was no impact on net income or cash flow from operating activities as a result
of the reclassification.  We had $209.4
million of investments in auction rate securities as of March 31, 2005.  As of March 31, 2004, March 31, 2003
and December 31, 2002, before these revisions in classification, $166.0
million, $136.8 million and $66.5 million, respectively, of these current
investments were classified as cash and cash equivalents on the consolidated
balance sheet.  As a result of this
balance sheet reclassification, certain amounts were reclassified in the
accompanying consolidated statement of cash flows for the year ended March 31,
2004, Transition 2003 and year ended December 31, 2002 to reflect the
gross purchases and sales of these securities as investing activities rather
than as a component of cash and cash equivalents.  This change in classification does not affect
previously reported cash flows from operating or from financing activities in
the previously reported consolidated statements of cash flows.  As a result of these revisions in
classification, net cash used in investing activities related to these current
investments increased $29.2 million and $70.3 million for the year ended March 31,
2004 and Transition 2003, respectively and decreased by $3.8 million for the
year ended December 31, 2002.

Comment:

2.         We note that you have classified these
auction rate securities as short-term investments on your balance sheets due to
the fact that you have the ability to quickly liquidate these securities.  Tell us how you considered paragraph 17 of
SFAS 115 and paragraph 4 of Chapter 3A of ARB 43 in your classification of
these securities as short-term.  In this
regard, although you have the ability to quickly liquidate these securities,
tell us whether these securities are reasonably expected to be realized in cash
or sold or consumed during the fiscal year ending March 31, 2006.

Response:

Paragraph
4 of Chapter 3A of ARB 43 states:

For
accounting purposes, the term current assets
is used to designate cash and other assets or resources commonly identified as
those which are reasonably expected to be realized in cash or sold or consumed
during the normal operating cycle of the business.  Thus the term comprehends in general such
resources as (a) cash available for current operations and items which are
the equivalent of cash… (f) marketable securities representing the
investment of cash available for current operations, including investment in
debt and equity securities classified as trading securities under FASB
Statement No. 115, Accounting for Certain
Investments in Debt and Equity Securities….

Our
investments in ARS have always been available to fund current operations and we
expect that to continue in the future.  Based
on our ability to liquidate our holdings or roll our investments over to the
next reset period, we feel our investments in ARS are reasonably expected to be
realized in cash or sold or consumed during the fiscal year ending March 31,
2006 and will include such a statement in future filings as necessary.

Comment:

3.         We note your disclosure related to the impact
this reclassification had on your cash and cash equivalents at March 31,
2004.  Tell us how you considered
describing and quantifying the impact this reclassification had on your cash
flows from investing activities for the year ended March 31, 2004 as well
as the prior periods presented including the 2003 transition period.

Response:

We
recognize after receiving the Staff’s comment that the disclosure describing
and quantifying the impact this reclassification had on our cash flow from investing
activities could have provided more detail.
See our response to Comment #1 above for how we intend to revise our
disclosure describing and quantifying the impact this reclassification had on
our cash flow from investing activities.

Comment:

4.         Also, considering the significance of this
reclassification, tell us what consideration you have given to the impact of
this change on your Item 307 requirements for disclosure controls and
procedures and the 308(c) reporting requirements regarding changes in
internal control procedures.

Response:

This
reclassification was a result of clarification of the definition of cash
equivalents by the SEC and the major accounting firms and therefore the
reclassification was not a result of deficiencies in our internal procedures
related to disclosure controls or internal controls over financial reporting.

Although
our previous interpretation of the definition of cash equivalents was different
than the views that were expressed in early 2005 by the SEC and the major accounting
firms, we believe we had and continue to have an adequate process in place for
determining the accounting and disclosure related to our investments in
ARS.  Consequently, we determined there
were no

changes
to our internal procedures needed to support this process.  When the issue of reclassification of ARS was
raised in early 2005, we reviewed the documentation that was being published by
the SEC and the major accounting firms and discussed the impact with both our
disclosure committee and our audit committee and we recommended that the reclassification
be made to be consistent with the views being expressed by the SEC and the
major accounting firms.

Software
Development, page 62

Comment:

5.         We note you amortize capitalized software
costs at the higher of the contractual rate based on actual net product sales
or an effective rate based on total projected revenue.  Tell us how your amortization policy complies
with paragraph 8 of SFAS 86.  Also,
provide a breakdown of your capitalized software development costs by product
at each balance sheet date; tell us the original amount of such costs, the
amount amortized to date and provide the estimated remaining amortization
period for each.  Provide a similar
analysis for the Company’s prepaid licenses.

Response:

Paragraph
8 of SFAS 86 states:

Capitalized
software costs shall be amortized on a product-by-product basis.  The annual amortization shall be the greater
of the amount computed using (a) the ratio that current gross revenues for
a product bear to the total of current and anticipated future gross revenues
for that product or (b) the straight-line method over the remaining
estimated economic life of the product including the period being reported
on.  Amortization shall start when the
product is available for general release to customers.

Our
effective rate for amortizing software development expenses is determined by
taking the ratio of capitalized costs to total anticipated future revenue.  This amortization computation results in the
same amount of amortization expense as taking “the ratio that current gross
revenues for a product bear to the total of current and anticipated future
gross revenues for that product” (See example below – not based on actual
numbers of THQ).  We use the ratio of
capitalized costs to revenue because it is the same computation used in our
contracts with external developers to determine royalties and therefore allows
for consistency in our process for amortizing our software development costs. We
begin amortization when the product is available for general release to
customers.

Example
of computation (not based on actual numbers of THQ):

  Capitalized Cost

  $

  5,000

  Current Revenue

  $

  25,000

  Total Anticipated Revenue

  $

  30,000

  Amortization
  using ratio of capitalized cost to total anticipated revenue

  Capitalized Cost

  $

  5,000

  Divided by Total
  Anticipated Revenue

  $

  30,000

  Amortization
  Rate

  17

  %

  Current Revenue

  $

  25,000

  Multiplied by
  THQ Effective Rate

  17

  %

  Current Amortization

  $

  4,167

  Amortization
  using ratio of current revenue to total anticipated revenue

  Current Revenue

  $

  25,000

  Total Current & Future Anticipated Revenue

  $

  30,000

  Ratio

  83

  %

  Capitalized Cost

  $

  5,000

  Current Amortization

  $

  4,167

We
do not evaluate the straight-line method for computing annual amortization
because the life of our products is less than one year from the product being
available for general release to our customers.

We
evaluate the contractual royalty rate because this is the rate at which an
independent software developer recoups the milestone payments made before
earning additional royalties.  By taking
the higher of the contractual rate or the effective rate, we properly match our
software development amortization with our revenue.

We
note your request asking the Company to provide a breakdown of our capitalized
software development costs and prepaid licenses by product at each balance
sheet date; asking us for the original amount of such costs, the amount
amortized to date and estimated remaining amortization period for each.  We will provide a summary of this confidential
information in a separate response no later than November 4, 2005.

Revenue
Recognition, page 63

Comment:

6.         We note in your disclosure that for
agreements where you provide your customers the right to multiple copies in
exchange for guaranteed minimum royalty amounts, revenue related to the
guaranteed royalty is recognized at delivery of the product master or the first
copy.  Tell us whether any portion of the
guaranteed minimum royalty payment is refundable if your customer is not able
to license the minimum number of copies.
Please advise.

Response:

There
is no portion of the guaranteed minimum royalty payments that is refundable if
a customer is unable to license the minimum number of copies.

Comment:

7.         We note that in accordance with your
distribution agreements with wireless carriers, the wireless carriers are
responsible for billing, collecting and remitting fees to you and that you

recognize
wireless revenues on a net basis in accordance with EITF 99-19.  Provide the basis for your conclusion to
report wireless revenue on a net basis.
In your response, tell us how you considered each of the factors
presented in paragraphs 7-17 in EITF 99-19.

Response:

In
accordance with Emerging Issues Task Force (“EITF”) 99-19, “Reporting
Revenue Gross as a Principal Versus Net as an Agent”, we recognize as revenues
the net amount the wireless carrier pays to us upon the sale of our
applications, net of any service or other fees earned and deducted by the
wireless carrier.

We
have evaluated our wireless carrier agreements and determined that we are not
the principal when selling our applications through wireless carriers. Key indicators
evaluated by us include:

•                  Wireless subscribers directly contract with
wireless carriers who have most of the customer service interaction and are
viewed as the primary obligor by the wireless subscribers (EITF 99-19,
paragraph 7 and 15);

•                  Wireless carriers have significant control
over the type of applications and content that is offered to their wireless
subscribers. (EITF 99-19, paragraph 10 and 12);

•                  Wireless carriers are directly responsible
for billing and collecting fees from wireless subscribers including the
resolution of billing disputes (EITF 99-19, paragraph 7) ;

•                  Wireless carriers generally pay us a fixed
percentage of revenues collected from wireless subscribers (EITF 99-19,
paragraph 16);

•                  Wireless carriers approve the price of the
applications in advance of their sale to wireless subscribers and our
significant carrier customers have the ability to set the ultimate price
charged to the wireless subscribers (EITF 99-19, paragraph 9); and

•                  We have limited risks, including no inventory
risk and limited credit risk, because wireless carriers bear the risk of
collecting fees from their subscribers (EITF 99-19, paragraph 8, 13, 14 and 17).

Based
on the evaluation of these factors and the indicators of gross versus net
reporting in EITF 99-19, we believe that recognizing revenues on a net basis is
appropriate for the net amount the wireless carrier pays to us upon the sale of
our applications, net of any service or other fees earned and deducted by the
wireless carrier.

Based
upon the responses provided herein, I believe the Company has satisfied the
Staff’s request.

Additionally,
THQ acknowledges that: the Company is