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March
23, 2007

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, N.W.

Washington, DC 20549

Attention:  Kevin L. Vaughn, Branch
Chief

  Re:

  QuickLogic Corporation

  Form 8-K filed January 31, 2007

  File No. 0-22671

Dear
Mr. Vaughn:

We
are submitting this letter on behalf of QuickLogic Corporation (the “Company”)
in response to the Securities and Exchange Commission’s (the “Commission”)
letter dated March 13, 2007 (the “Comment Letter”) addressed to E. Thomas
Hart, Chief Executive Officer of the Company.
For your convenience, we have repeated your comment below and the
headings and numbered responses in this response letter correspond to the headings
and numbered comments contained in the Comment Letter.  Please feel free to contact me at the number
at the end of this response letter with any further questions or comments you
may have.

Form 8-K filed January 31, 2007

1.                                      We note that you present a
non-GAAP statement of operations.  This presentation
may be confusing to investors as it also reflects several non-GAAP measures,
including but not limited to non-GAAP cost of revenue, non-GAAP gross profit,
non-GAAP operating expenses, non-GAAP income (loss) from operations and
non-GAAP income (loss) before income taxes, which have not been adequately
described to investors.  In fact, it
appears that management does not use these non-GAAP measures but they are shown
here as a result of the presentation format.
Please note that Instruction 2 to Item 2.02 of Form 8-K requires that
when furnishing information under this item you must provide all the
disclosures required by paragraph (e)(1)(i) of Item 10 of Regulation S-K,
including a reconciliation to the directly comparable GAAP measure for each non-GAAP
measure presented and explain why you believe the measures provide useful
information to investors.

·                                          To eliminate investor confusion,
please remove the non-GAAP statements of operations from all future filings and
instead disclose only those non-GAAP measures used by management that you wish
to highlight for investors, with the appropriate reconciliations.

·                                          Please note that in the event that your Form 8-K is incorporated by
reference into a 33 Act registration statement, we may have additional questions
relating to the appropriateness of this information being included in a
document filed with, and not just furnished to, the Commission.  At that time, we may request an amendment to
the Form 8-K.

Securities and Exchange Commission

Attention:  Kevin L. Vaughn

March 23, 2007

Page 2

Response:

In
response to the Staff’s comment, in all future filings, the Company intends to
remove the non-GAAP statements of operations and instead disclose only those
non-GAAP measures used by management that we wish to highlight for
investors.  We currently anticipate that
these measures will include non-GAAP operating income, non-GAAP net income,
non-GAAP diluted net income per common share, and non-GAAP gross margin
percentage.  In accordance with
Instruction 2 to Item 2.02 of Form 8-K, we will provide all the disclosures
required by paragraph (e)(1)(i) of Item 10 of Regulation S-K, including a
reconciliation to the directly comparable GAAP measure for each non-GAAP
measure presented as well as an explanation as to why we believe the measures
provide useful information to investors.

Attached hereto is
an acknowledgement from the Company affirming that the Company is responsible
for the adequacy and accuracy of the disclosure in the filing referenced above,
the Staff comments or changes to disclosure in response 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.

Should the Staff have any additional comments or questions, please
contact me at 650.320.4693.  We
respectfully request that the Staff confirm that it has no additional requests
or comments.

  Sincerely,

  WILSON SONSINI
  GOODRICH & ROSATI

  Professional
  Corporation

  /s/ Aaron J. Alter

  Aaron J. Alter

  cc:

  E. Thomas Hart — Chief
  Executive Officer

  Carl Mills — Chief Financial
  Officer

  Christine
  Russell — Chairperson of the Audit Committee

  Alan Woolery and
  Vikram Khosla — PricewaterhouseCoopers

  Patricia Hart,
  Esq. — Corporate Counsel

March
23, 2007

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, N.W.

Washington, DC 20549

Attention:  Kevin L. Vaughn, Branch
Chief

  Re:

  QuickLogic Corporation

  Form 8-K filed January 31, 2007

  File No. 0-22671

Dear Mr. Vaughn:

In connection with that certain
letter dated March 23, 2007 from Wilson Sonsini Goodrich & Rosati on behalf
of QuickLogic Corporation (the “Company”) to the Securities and Exchange
Commission, the Company hereby acknowledges that:

·                  The
Company is responsible for the adequacy and accuracy of the disclosure in the
filings referenced above;

·                  Staff
comments or changes to disclosure in response 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.

  Sincerely,

  QuickLogic Corporation

  /s/ Carl M. Mills

  Carl M. Mills, Chief Financial Officer