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Agoura Hills, CA 91301

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December 23, 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. (“THQ” or the “Company”)

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 to the comments of the staff of the U.S.
Securities and Exchange Commission (the “Staff”) as contained in your letter
dated December 2, 2005.  This letter
refers to the Staff’s review of our response to your letter dated September 15,
2005 in connection with your review of our Form 10-K for the fiscal year
ended March 31, 2005 (the “10-K”).

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

Software Development, page 62

Comment:

1.  Please refer to comment 5 in our letter dated September 15,
2005.  We have reviewed your response and
note that you 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.
However, it remains unclear how this amortization method complies with
paragraph 8 of SFAS 86.  As a result,
provide us with an analysis where you have used the contractual royalty rate to
determine amortization expenses for any of your products for each year
presented as well as a comparison for the same products as if the ratio of
current gross revenues to the total of current and anticipated future gross
revenues was used to determine amortization.

Response:

THQ utilizes both internal development teams and independent
software developers to develop our interactive entertainment software products.  The services of the independent software
developers are typically procured through work-for-hire agreements that define
the development fees expected to be paid over the development cycle based on
the completion of defined milestones.  In
addition to the milestone-based development fees, the independent developer may
also receive additional compensation for an amount determined by multiplying the
revenue we earn from sales of the related product at a predetermined rate (the “contract
rate”) less the milestone-based development fees previously paid.  The overall financial terms of the agreement
define the minimum amount we will pay for a completed product and define the
independent software developer’s additional compensation if the product achieves
revenue that recoups the milestone-based development fees.  None of the milestone-based development fees
paid to the developer are refundable by the developer to us in the event
revenues from the product do not recoup such fees.  Generally, the developer does not own the
intellectual property rights to the product.

SFAS 86 does not address the recognition of software
development costs for arrangements such as those described in the preceding
paragraph whereby a component of developer compensation is tied to future sales
of the developed product.  Capitalized
software development costs for these arrangements are amortized at what we have
described to you as the “effective rate.”
In our response to comment 5 in our letter to you dated November 4,
2005 we clarified that our effective rate results in the same amount of
amortization expense as the ratio described in paragraph 8(a) of SFAS
86.  We apply the contractual rate to
amortize software development costs when total anticipated future revenues for
a product indicate additional compensation has been earned by the
developer.  We do this so that revenues
recognized during a given period are matched with the appropriate expense.  Although SFAS 86 does not specifically
address this topic, our policy for the recognition of software development
costs is consistent with concepts underlying other authoritative literature,
such as the recognition of film costs under SOP 00-2, “Accounting by Producers
or Distributors of Films.”  There are
many similarities between the business of developing and distributing
interactive entertainment software and the production and distribution of
films, such as content licensing and participatory royalties.  In the absence of changes in future
anticipated revenue, our application of the contractual rate in the amortization
of the capitalized portion of the development fee yields a constant rate of
profit over the economic life of the product developed.  This is consistent with paragraph 34 of SOP 00-2,
which addresses participation costs in film production.

The examples below provide a comparison between the
recognition of software development costs using the ratio of current revenue to
the total of current and anticipated future revenue (Example 1) described in
paragraph 8 of SFAS 86 and the use of the contractual rate (Example 2) for a
hypothetical independent software developer arrangement for which it is
anticipated that additional compensation will be earned by the developer.  Both methods result in the same amount of
software development costs recognized in each period when the additional
compensation component is considered.

  Facts:

  (amounts in thousands)

  Capitalized cost

  $

  5,000

  <a>

  Revenue - Period 1

  $

  25,000

  <b>

  Revenue - Period 2

  5,000

  <c>

  Total anticipated revenue

  $

  30,000

  <d>

  Contractual rate for additional compensation

  20

  %

  <e>

  Effective rate

  17

  %

  <f> = <a> / <d>

  Expected total cost at contractual rate

  $

  6,000

  <g > = <d> x <e>

  Less: capitalized cost

  (5,000

  )

  <a>

  Expected additional cost at contractual rate

  $

  1,000

  <h> = <g> - <a>

  Example 1

  Example 2

  Period 1 Software Development Expense

  Ratio of current
  revenue to the total of current revenue and anticipated future revenue

  83

  %

  <i> = <b> / <d>

  Higher of the
  contractual rate or the effective rate

  20

  %

  <j> = higher of <e> or <f>

  Period 1
  software development expense

  $

  5,000

  <k> = <g> x <i>

  $

  5,000

  <b> x <j>

  Period 2
  Software Development Expense

  Revenue - Period
  2

  $

  5,000

  <c>

  Total
  anticipated future revenue

  $

  0

  <l> = <d> - <c> - <b>

  Total current
  revenue and anticipated future revenue

  $

  5,000

  <m>

  Remaining
  unrecognized development costs

  $

  1,000

  <n> = <g> - <k>

  Ratio of current
  revenue to the total of current revenue and anticipated future revenue

  100

  %

  <o> = <c> / <m>

  Higher of the
  contractual rate or the effective rate

  20

  %

  <j> = higher of <e> or <f>

  Period 2
  software development expense

  $

  1,000

  <n> x <o>

  $

  1,000

  <c> x <j>

We note your request asking us to provide an
analysis where we have used the contractual royalty rate to determine
amortization expenses for any of our products.  The examples above are
constructed based on a set of data that represents the economics of a typical product
produced by one of our independent developers but is not based on an actual product
developed by THQ.  We believe the example, as provided, will more clearly
enhance your understanding of our software development amortization policy.
 The terms and conditions of our arrangements with independent developers
are highly confidential.  If an analysis based on actual data is still
required to assist in your evaluation of our policy, we would be happy to
provide this to you at a later date pursuant to a confidential treatment
request.

Revenue Recognition, page 63

Comment:

2.  With regards to your response to our previous
comment no. 7, please explain the following:

•                  You indicate that the wireless subscribers
directly contract with the wireless carriers.
Are you referring to the contracts for their phone services?  Who does the customer contract with for the
purchase of wireless games, ringtones and wallpapers?

•                  Describe the terms of the arrangements
between the Company and the mobile carriers.
Do the contracts stipulate the percentage breakdown for the transmission
and content revenues for the wireless games, ringtones and wallpaper services?

•                  If the customer is not satisfied with the
content, do they contact the Company or the wireless carriers?

•                  You indicate that the Company has limited
credit risk because the wireless carriers bear the risk of collecting fees from
their subscribers.  If the subscribers do
not pay the wireless carrier, does the Company still receive their portion of
the fee for the content?  If not, please
explain how the Company determined they do not have credit risk.

•                  Tell us how and where you account for the
costs of providing wireless games, ringtones and wallpapers to the wireless
subscribers.

Response:

•                  The wireless
subscribers directly contract with the wireless carriers and this is related to
the contracts for their phone services.
The customer contracts with the wireless carriers for the purchase of our
wireless games, ringtones and wallpapers, collectively “content.”

•                  We provide wireless carriers with content
that they make available to their wireless subscribers.  The terms of our contracts require the wireless
carriers to remit to us a fixed percentage of the fee charged to their
subscribers for the use of our content.  The
contracts do not stipulate the percentage breakdown for the transmission and
content components of that fee.

•                  If wireless subscribers are not satisfied
with the content, they contact the wireless carriers.

•                  With respect to
credit risk, in all of our contracts with carriers, we are never at risk for
the gross amount of the carrier’s transaction.
In the case of a subscriber’s non-payment to the carrier, we generally do
not receive our portion of the fee.  We
have ‘limited credit risk’ given that our risk is either non-existent (as is
the case with some of our carriers wherein we receive revenue based on a
percentage of subscriber price per unit regardless of subscriber payment) or
limited to a net amount of the carrier’s transaction.  Any credit risk we may have is mitigated by
the carrier’s credit policy.

•                  For wireless
products, we incur the costs of developing wireless content and these
costs appear in our “product development” expense line item in our income
statement.

Form 10-Q for the quarterly period ended September 30, 2005

Item 4.
Controls and Procedures, page 30

Comment:

3.  Your conclusion that your disclosure controls
and procedures are effective “for ensuring that information required to be
disclosed by us in the report that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the SEC’s rules and forms” is significantly more
limited than what is called for under Rule 13a-15(e) of the Exchange
Act.  The rule requires that the
disclosure controls and procedures be designed to also ensure that information
required to be disclosed by an issuer in the reports that it files or submits
under the Exchange Act is accumulated and communicated to the issuer’s
management as appropriate to allow timely decisions regarding required
disclosure.  Tell us how you plan to
comply with the requirements under Rule 13a-15(e) of the Exchange
Act.

Response:

Our disclosure in “Item 4.
Controls and Procedures” in our quarterly report on Form 10-Q for
the period ended September 30, 2005 states that “[o]ur principal executive
officer and principal financial officer, based on their evaluation of our
disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e))  (emphasis added) as of the end of the period covered by this
Quarterly Report on Form 10-Q, have concluded that our disclosure controls
and procedures are effective for ensuring that information required to be
disclosed by us in the reports that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the SEC’s rules and forms.”

Rule 13a-15(e) defines
disclosure controls and procedures.  The rule states
that “[d]isclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed by an issuer in the reports that it files or submits under the Act is
accumulated and communicated to the issuer’s management, including its
principal executive and principal financial officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure.”

Since
we incorporated the definition of disclosure controls and procedures into our
disclosure, we believe that we have complied with the requirements of Rule 13a-15(e) of
the Exchange Act.  However, in order to
clarify our disclosure, in future filings we will change the disclosure, if
appropriate, to the following:

“Definition and limitations of disclosure controls. Our disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) are controls and other
procedures that are designed to ensure that information required to be
disclosed in our reports filed under the Exchange Act, such as this report, is
recorded, processed, summarized and reported within the time periods specified
in the SEC’s rules and forms. Disclosure controls and procedures are also
designed to ensure that such information is accumulated and communicated to our
management, including the Chief Executive Officer and Chief Financial Officer,
as appropriate to allow timely decisions regarding required disclosure. Our
management evaluates these controls and procedures on an ongoing basis.

There are inherent limitations to the effectiveness
of any system of disclosure controls and procedures. These limitations include
the possibility of human error, the circumvention or overriding of the controls
and procedures and reasonable resource constraints. In addition, because we have
designed our system of controls based on certain assumptions, which we believe
are reasonable, about the likelihood of future events, our system of controls
may not achieve its desired purpose under all possible future conditions.
Accordingly, our disclosure controls and procedures provide reasonable
assurance, but not absolute assurance, of achieving their objectives.

Evaluation
of disclosure controls and procedures. Our Chief Executive Officer and Chief
Financial Officer, after evaluating the effectiveness of our disclosure
controls and procedures, believe that as of the end of the period covered by
this report, our disclosure controls and procedures were effective in providing
the requisite reasonable assurance that material information required to be
disclosed in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the SEC’s rules and forms, and is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate to allow timely decisions regarding the required disclosure.”

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

Additionally,
THQ acknowledges that: the Comp