SecProbe.io

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								July 14, 2005

Mail Stop 6010

Thomas A. Lacey
Chief Executive Officer
International Displayworks, Inc.
599 Menlo Drive, Suite 200
Rocklin, California 95765

Re:	International Displayworks, Inc.
	Amendment to Form 10-K for fiscal year ended October 31, 2004
      Filed July 1, 2005
	Amendment to Form 10-Q for period ended April 30, 2005
	Filed July 1, 2005
	Amendment to Form 8-K filed June 23, 2005
      File No. 0-27002

Dear Mr. Lacey:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments.  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.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may 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 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/A for the period ended October 31, 2004

Liquidity and Capital Resources, page 25

1. We refer to prior comment 10.  The discussion of operating
activities discloses a measure of cash flow "after adding back
depreciation and proceeds from warrant exercises."  This item
appears
to be a non-GAAP measure as defined in Item 10(e) to Regulation S-
K.
As depreciation expense is an item that is likely to recur every
year, you should delete the measure.  While we believe you should
provide

	a discussion of operating cash flows, we generally believe
that
you can achieve 	the objectives of FR-72 without the use of
prohibited non-GAAP measures.

Item 9A.  Controls and Procedures, page 39

2. We note your disclosure that your "Chief Executive Officer and
Chief Financial Officer have concluded that... [your] disclosure
controls and procedures are effective and sufficient to ensure
that
[you] record, process, summarize and report information required
to
be disclosed in the reports we filed under the Securities Exchange
Act of 1934 within the time periods specified by the Securities
and
Exchange Commission`s rules and regulations."  Revise to clarify,
if
true, that your officers concluded that your disclosure controls
and
procedures are also effective to ensure that information required
to
be disclosed in the reports that you file or submit under the
Exchange Act is accumulated and communicated to your management,
including your chief executive officer and chief financial
officer,
to allow timely decisions regarding required disclosure.  See
Exchange Act Rule 13a-15(e).  Also, because management is required
under Rule 13a-15(b) to provide its conclusion as to the
effectiveness, not the sufficiency, of disclosure controls and
procedures, please revise to delete the reference to sufficiency
of
the disclosure controls and procedures.

3. We note the last sentence of the first paragraph that there
were
no changes in your internal control over financial reporting...
that
have materially affected or are reasonably likely to materially
affect your internal control over financial reporting.  However,
it
appears you have additionally disclosed that there were no
"significant" changes in your internal controls or in other
factors
which could significantly affect your internal controls over
financial reporting during the period of your evaluation or
subsequent to the date you carried out your evaluation.  Please
revise to eliminate the disclosure regarding "significant"
changes.
Refer to Item 308(c) of Regulation S-K.

Note 3.  Summary of Significant Accounting Policies

Revenue Recognition, page F-10

4. We refer to prior comment 21.  We note that you disclose that
sales revenue is recorded net of discounts and rebates except for
prompt payment discounts, which are accounted for as an operating
expense.  Tell us why prompt payment discounts should not be
accounted for as a reduction of revenues.  Please clarify the
basis
for the presentation.
Note 9.  Long-Term Debt, page F-20

5. We refer to prior comment 25.  Please also disclose the
assumptions used in estimating the fair value of non-employee
stock-
based compensation under the Black-Scholes model.

Form 10-Q/A for the period ended April 30, 2005

Consolidated Statements of Cash Flows, page 6

6. Please revise the schedule of assets and liabilities acquired
in
the Three-Five transaction to reconcile to the cash purchase price
totaling $8 million.

7. As a related matter, please make some disclosure about why you
believe the estimated fair values used in recording the
preliminary
allocation exceed the purchase price and disclose how you have
accounted for the excess.  Refer to paragraphs 44 and 45 of SFAS
141.
We also see on page 16 that you believe "that the book value of
the
assets acquired is fairly stated."  However, under SFAS 141, the
preliminary allocation should reflect your best estimate of fair
value. Please revise and advise.

Note 2. Organization, page 10

8. Please revise to present the disclosure required by paragraph
57
(b) of SFAS 141.  That is, make footnote disclosure about the
primary
reasons for the acquisition.

Item 4.  Controls and Procedures, page 21
9. Please revise to address our above comments on your amended
Form
10-K, as appropriate.

Form 8-K/A filed June 23, 2005

Pro Forma Financial Information

10. We see from page 16 to the 10-Q/A-1 as of April 30, 2005 that
the
purchase allocation is preliminary.  Accordingly, you should
revise
this filing to state that fact.  You should also describe the
information on which you are waiting and indicate when you expect
to
complete the allocation.
11. We see the arrangement where it appears that you have acquired
inventory at a substantial discount to its carrying value.  Tell
us
how you recorded the acquired inventory in purchase accounting and
show us that your method is appropriate under SFAS 141.  Please
also
make clarifying disclosure here and in the Form 10-Q/A-1 as of
April
30. 2005.

12. Revise to provide a schedule showing the allocation of the
purchase price to the assets and liabilities assumed. Also
describe
management`s bases for the preliminary allocation. Since the
preliminary fair value and book value of the net assets acquired
apparently exceeds the purchase price, please also make disclosure
about how you accounted for the excess.

	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	You may contact Traci Hornfeck at (202) 551-3642 or Gary
Todd,
Accounting Reviewer, at (202) 551-3605 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Eduardo Aleman at (202) 551-3646 or me at (202)
551-
3625 with any other questions.

								Sincerely,

								Mary Beth Breslin
								Attorney-Advisor

cc (via facsimile):  David C. Adams, Esq.

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Thomas A. Lacey
International Displayworks, Inc.
July 14, 2005
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