SecProbe.io

December 20, 2010

Ralph S. Marimon Vice President, Finance and Chief Financial Officer QuickLogic Corporation 1277 Orleans Drive
Sunnyvale, CA 94089
 Re: QuickLogic Corporation
  Form 10-K for the fiscal year ended January 3, 2010
   Filed March 12, 2010   Form 10-Q for the period ended October 3, 2010   File No. 0-22671

Dear Mr. Marimon:
We have reviewed your filing and have the follo wing comments.  In some of our comments, we
may ask you to provide us with informati on so we may better understand your disclosure.
 Please respond to this letter within ten busine ss days by providing the requested information, or by
advising us when you will provide the requested res ponse.  If you do not believe  our comments apply to
your facts and circumstances or do not believe an am endment is appropriate, please tell us why in your
response.
 After reviewing the information you provide in  response to these comments, we may have
additional comments.

Form 10-K for the fiscal year ended January 3, 2010

 Item 1.  Business, page 3

 1. Please tell us, with a view toward disclosure in future filings:

• the portion of your revenues related to the patent  or patents set to expi re in 2010.  We note the
disclosure in the penultimate  paragraph on page 17; and

Ralph S. Marimon
QuickLogic Corporation
December 20, 2010
 Page 2
• the portion of your revenues derived from the inte llectual property in di spute, as mentioned on
Note 16 on pages 81-82, and which of your produc ts or technology allegedly infringes on the
plaintiff’s patent.  For example, does the disp ute relate to the ViaL ink technology mentioned
on page 4, which you describe as the “founda tion of [y]our competitive advantage?”
 Item 11.  Executive Compensation, page 86

 2. We refer to your disclosure in the second para graph under "Cash-Based Compensation” that you
have incorporated by reference from page 18 of your proxy statement.  In future filings, please
identify the companies in the peer group and disclo se how the data was utilized, such as how the
data relates to the compensation you pay to your NEOs.

3. The first sentence of the third paragraph under th e heading of “Cash-Based Compensation” states
that base salaries and target  incentive cash compensation are set within a range.  The second
sentence states that such compensation compone nts are set based on performance and contribution
and “numerous other factors.”  Please reconcile.  To the extent you target total compensation or
any components to the “range” you mention, please te ll us, and revise future filings to disclose,
that range.  Also, if the amounts yo u actually pay deviate materially from that range, please tell us,
and revise future filings to expl ain, the reasons for the difference.

4. Please tell us, and revise future filings to cl arify, how you determine the relative proportion of
base salary and incentive compensation as it relates to the “range” mentione d in your disclosure.
 Quarterly Report on Form 10-Q fo r the period ended October 3, 2010

 Note 1 — The Company and Basis of Presentation, page 7

5. We note that you recorded out of period adjustments of $209,000 and $131,000 during the period
ended October 3, 2010.  Please explain to us in greater detail the natu re of the errors.  In addition,
please provide us with your full materiality analys is for 2010 and for any prior periods affected by
the errors, including a discussion of how you considered the quantitative impact of the errors. For reference see SABs 99 and 108.

Liquidity and Capital Resources, page 26

6. With a view toward clarified disclosure in future  filings, please tell us the material purposes of
your financing transactions with  Silicon Valley Bank.  For example,  explain why during your third
fiscal quarter you repaid the en tire principal amount outstandi ng, reborrowed the same principal
amount with the same interest rate and then, s ubsequent to the quarter end, repaid the entire
principal amount again.

We urge all persons who are responsible for the a ccuracy and adequacy of the disclosure in the
filing to be certain that the filing includes the information the Secu rities Exchange Act of 1934 and all
applicable Exchange Act rules require.  Since the company and its management are in possession of all

Ralph S. Marimon
QuickLogic Corporation December 20, 2010
 Page 3
facts relating to a company’s disclosure, they ar e responsible for the accur acy and adequacy of the
disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in re sponse to staff comments 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.

You may contact Eric Atallah, Staff Accountan t at (202) 551-3663 or Lynn Dicker, Reviewing
Accountant at (202) 551-3616 if you have questions re garding comments on the financial statements and
related matters.  Please contact Tom Jones, St aff Attorney at (202) 551-3286 or Geoff Kruczek,
Reviewing Attorney at (202) 551-3608 w ith any other questions.  In this regard, do not hesitate to contact
me at (202) 551-3643 with any questions.

Sincerely,

Kevin L. Vaughn Accounting Branch Chief