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[QUICKLOGIC LOGO]

May 10, 2005

VIA EDGAR

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, NW

Washington D.C. 20549

Attention: Michele Gohlke

  Re:

  QuickLogic
  Corporation

  Form
  10-K for the fiscal year ended January 2, 2005

  File No.
  000-22671

Dear Ms. Gohlke:

On behalf of QuickLogic Corporation (the “Company”),
we are electronically filing via EDGAR a copy of the Company’s responses to the
comments of the Staff of the Securities and Exchange Commission (the “Staff”)
set forth in the Staff’s comment letter to the Company dated April 20, 2005
concerning the Company’s Form 10-K for the fiscal year ended January 2, 2005
(the “Report”). For your convenience, we have included the Staff’s comments in
italics immediately before each of our responses. The underlined headings and
numbers of paragraphs below correspond to the headings and numbers of the
comments set forth in the Staff’s letter.

RESPONSES TO STAFF COMMENTS:

Form 10-K for the
fiscal year ended January 2, 2005

Consolidated Financial
Statements — Page 46

Note 2 — Significant
Accounting Policies — Page 55

Revenue Recognition —
Page 57

1.              We note your
disclosure on page 22 regarding price adjustments that you offer to
distributors in order to ensure the distributors receive a negotiated margin.
It appears that you offer price concessions to your customers that

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are based on future market conditions over which you do not exercise
control. In light of this fact, please respond to the following:

a.              Tell us and disclose
in future filings when you record revenue and the related estimate for sales
returns for these transactions. Discuss when and how these price adjustments
are determined.

Our Response:  We
supplementally advise the Staff that our products consist of standard parts
that may be programmed with a customer-specific code. Once programmed, our
parts cannot be erased, and are therefore only useful to the specific customer.
We refer to this feature as “one time programmable”. Because of the specific,
limited use of our parts once they are programmed, it is our practice to fix
the price on programmed parts with our distributors prior to shipment and the
distributor is not given any future price adjustments. Furthermore, since our
parts can only be programmed once, we do not offer distributors a right of
return on programmed parts, as they are not saleable to other customers. Given
the above facts, as long as we have received a purchase order from the
distributor and collection of the resulting receivable is reasonably assured,
revenue on programmed parts is recognized upon shipment as the title and risk
of ownership has transferred to the distributor, the price is fixed and no
rights of return exist.

We also sell
unprogrammed parts through our distributor network. Since more than one
customer can use unprogrammed parts, we do provide distributors with
certain return rights on unprogrammed parts. Although, in many cases, price
adjustments related to unprogrammed parts are negotiated prior to shipment, we
may make further price concessions to the distributor on a case by case basis.
Accordingly, revenue on sales to distributors of unprogrammed parts is deferred
until resale to the end customer as, until that time, the price is not fixed or
determinable and we are not able to reliably estimate the amount of future
product returns.

The sales
allowance referred to on page 22 relates to the known price adjustments that
are recorded at the time revenue is recognized.
As distributors have no rights of return on programmed parts and revenue
on unprogrammed parts is deferred until resale by the distributor, we believe
that no additional allowance for estimated returns is required on these items.

In response to
the Staff’s comments, we intend to clarify our disclosure in filings beginning
with our quarterly report for the period ended June 30, 2005 as follows:

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Revenue Recognition

The Company
supplies standard products which must be programmed before they can be used in
an application. The Company’s products may be programmed by the Company,
distributors, end customers or third parties. Once programmed, our parts cannot
be erased and, therefore, programmed parts are only useful to a specific
customer.

The Company
generally recognizes revenue as products are shipped if evidence of an
arrangement exists, delivery has occurred, the sales price is fixed or
determinable, collection of the resulting receivable is reasonably assured, and
product returns are reasonably estimable.

Revenue is recognized upon shipment to OEM customers, for both
programmed and unprogrammed parts, provided that legal title and risk of
ownership has transferred.

The Company
also sells to distributors under agreements that allow for price adjustments
and, in the case of unprogrammed parts, certain rights of return on unsold
inventory.

Because
programmed parts can only be used by a specific customer, it is the Company’s
practice to agree upon any price adjustments with a distributor prior to
shipment. Furthermore, distributors are not allowed any future price
adjustments and have no rights of return on programmed parts. Accordingly,
revenue is recognized upon delivery to a distributor since title and risk of
ownership has transferred to the distributor, the price is fixed, no right of
return exists, and collection of the resulting receivable is reasonably
assured.

Unprogrammed
parts shipped to distributors may be used by multiple end customers and may
have certain return and price adjustment privileges on unsold inventory.
Accordingly, revenue of unprogrammed parts is deferred until resale to the end
customer.

Software
revenue from sales of design tools is recognized when persuasive evidence of an
agreement exists, delivery of the software has occurred, no significant Company
obligations with regard to implementation or integration remain, the fee is
fixed or determinable and collection is reasonably assured. Software revenue
amounts to less than 1% of revenue.

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b.              Tell us how you
concluded that you meet the fixed and determinable price criteria of SAB 104
with respect to these sales.

Our Response:

As described
in our response to comment 1(a) above, the sales price on programmed parts is
fixed at the time of shipment. Additionally, the distributor is not granted any
additional price adjustment or return privileges on programmed parts.

With respect
to unprogrammed parts, as the negotiated price to the distributor is not
known at the time of shipment, the price is neither fixed nor determinable
and, accordingly, revenue is deferred until the distributor’s price adjustment,
if any, is negotiated and the distributor resells the part to the end customer.

c.               To the extent material,
supplementally show us and revise future filings to include this account in
your valuation and qualifying accounts schedule as required by Rule 12-09 of
Regulation S-X.

Our Response:  We
respectfully advise the Staff that the sales allowance reflects the actual (not
estimated) negotiated price reduction with our distributors and is recorded in
a separate account merely to facilitate the administration of our accounts
receivable. Accordingly, we do not believe that disclosure of this account is
meaningful to a reader of our financial statements.

Note 9 — Investment
in Tower Semiconductor LTD — Page 68

2.              In light of the
significant other than temporary impairments you recorded with respect to your
equity investment in Tower Semiconductor, tell us how you assessed the value of
your prepaid wafer credits. Explain why you believe the credits are
recoverable.

Our
Response:  We respectfully advise the Staff
that the impairment charge was recorded due to the market price of Tower’s
stock (NASDAQ: TSEM) being below our carrying value for an extended period of
time. The Tower wafer credits represent a prepayment on wafers to be purchased
from Tower in the future. Our ability to recover the prepaid wafer credits is
dependent on Tower’s ability to deliver wafers and the Company’s ability to
consume these wafers in future production. The availability of the wafer
credits is not affected by the price of Tower’s stock. Based upon our review of
publicly available information, we believe that Tower has the ability to
continue to produce requested wafers. Furthermore, we believe that our customer
demand for parts produced using wafers supplied by Tower will be sufficient to
utilize the prepaid wafer credits. Annually, or more frequently if
circumstances warrant, we assess our wafer

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credits for impairment based on
our detailed forecast of wafer consumption. Based on our assessments, no
impairment charges have been required to date.

Note 10 — Long Lived
Asset Impairment — Page 68

3.              Please expand future
filings to include greater discussion of the underlying facts and circumstances
that led to the $3.2 million long-lived asset impairment related to the
QuickMIPS product family. Discuss what factors you believe led to a decline in
the future revenue potential for this product line. Refer to paragraph 37 of
SFAS 144.

Our Response:  We
supplementally advise the Staff that the Company made significant efforts
during 2004 to encourage customers to design our QuickMIPS parts into their
products. While we have had some limited success in stimulating demand for
these devices, after pursuing the use of QuickMIPS by many customers and after
engaging with external consultants, we concluded during the fourth quarter that
future revenue and cash flow from sales of our QuickMIPS parts would be much
lower than initially planned and would not be sufficient to recover the full
cost of the related long-lived assets.

In response to
the Staff’s comments, we respectfully intend to revise our disclosure in
filings beginning with our quarterly report for period ended June 30, 2005 as
follows:

During
the fourth quarter of 2004, the Company evaluated the revenue potential of its
product families based upon discussions with potential customers, consultations
with external advisors, review of actual sales levels and analysis of current
and future design opportunities. Based upon this evaluation, the Company
determined that the future revenue outlook for the QuickMIPS products was lower
than previously expected. Accordingly, the Company performed an impairment
assessment on the long-lived assets associated with these products. A
preliminary assessment, based upon undiscounted cash flows, indicated that
these assets were impaired. In order to determine the fair value of these
assets, the Company performed a probability-weighted assessment of the expected
revenue and related cash flows, discounted using a risk-free interest rate.
Based upon this assessment, the Company recorded a $3.2 million long-lived
asset impairment charge as an operating expense, which was allocated to the
related long-lived assets on a pro rata basis using the carrying value of the
assets immediately before the impairment charge. This $3.2 million impairment
charge was reflected on the Company’s balance sheets as a reduction in the
carrying value of the related long-term assets. This write-down did not affect
the carrying value of related inventory.

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In addition,
we respectfully advise the Staff that we intend to change related future
disclosures, such as Note 2 — Significant Accounting Policies - Licensed
Intellectual Property, to be consistent with the above disclosure.

4.              Tell us and revise
future filings to disclose whether any significant write-downs related to the
QuickMIPS inventory was recorded in connection with the long-lived asset
impairment charge that was taken.

Our Response:  We
supplementally advise the Staff that there was no write-down of QuickMIPS
inventory in connection with the long-lived asset impairment. We continue to
promote and market our QuickMIPS parts and expect to generate orders sufficient
to utilize existing QuickMIPS product inventory. In our estimation, we believe
that we can sell the existing inventory at above cost and, therefore, no
inventory write-down is necessary.

5.              We note your
disclosure on page 24 that you are continuing to design and promote your
QuickMIPS technology. However, we note on page 56 that you wrote off all of the
licensed intellectual property asset relating to QuickMIPS, which indicates
that there are no future cash flows expected from this asset. Supplementally
tell us why you concluded the asset was fully impaired in light of your
disclosure on page 24. In addition, tell us whether the $2.0 million write-down
relating to property and equipment represented a full or partial write-down of
the equipment assets for QuickMIPS.

Our Response:  We
supplementally advise the Staff that the long-lived assets associated with the
QuickMIPS technology included both specific machinery and equipment that were
included in fixed assets and licensed intellectual property that was included
in other long-term assets. The write-down relating to licensed intellectual
property and property and equipment represented a partial write-down of the
long-lived assets related to QuickMIPS. In allocating the estimated fair value
of the QuickMIPS related long-lived assets, we allocated the impairment charge
based on a pro rata allocation to the respective carrying amounts of the
long-lived assets. At December 31, 2004, the licensed intellectual property was
reclassified from other long-term assets to property and equipment in order to
simplify the financial reporting and recordkeeping. This classification had no
effect on our reported operating results.

Note 13 —
Information concerning business Segments and Major Customers — Page 69

6.     We note
your discussion on page 18 of three “mature” FPGA product families as well as
various newer FPGA product families. Please revise future filings to provide
the disclosures required by paragraph 37 of SFAS 131, or tell us why you
believe this disclosure is not required.

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Our Response:  In response to the Staff’s
comment, we will revise filings beginning with our quarterly report for the
period ended June 30, 2005 to disclose revenue by Mature, Embedded Standard
Products (ESP) and Advanced ESP in the notes to our financial statements.

In response to the Staff's request, the
Company acknowledges that (i) the Company is responsible for the adequacy and
accuracy of the disclosure in its filings; (ii) Staff comments or changes to
disclosure in response to Staff comments in the filings reviewed by the Staff
do not foreclose the Securities and Exchange Commission from taking any action
with respect to the filing; and (iii) the Company may not assert Staff comments
as a defense in any proceeding initiated by the Securities and Exchange
Commission or any person under the federal securities laws of the United
States.

Should you need additional copies or have any
questions or additional comments regarding the Report, please call me at (408)
990-4165.

  Very truly yours,

  /s/ Carl M. Mills

  Carl M. Mills

  Vice President, Finance and
  Chief Financial Officer

  cc:

  Wilson Sonsini Goodrich
  & Rosati, Professional Corporation

  Aaron J. Alter, Esq.

  PricewaterhouseCoopers LLP

  Timothy Carey

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