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SEC Comment Response Letter

 [Letterhead of Wilson, Sonsini, Goodrich & Rosati, P.C.]

January 6, 2011

Securities and Exchange Commission

 Judiciary
Plaza

 450 Fifth Street, N.W.

Washington, DC 20549

 Attention: Kevin L.
Vaughn, Accounting Branch Chief

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. Vaughn:

 We are submitting this letter on behalf of QuickLogic Corporation (“QuickLogic” or the “Company”) in response to the Securities and Exchange Commission’s (the
“Commission”) letter dated December 20, 2010 (the “Comment Letter”) addressed to Ralph S. Marimon, Vice President, Finance and Chief Financial Officer of the Company. For your convenience, we have repeated your comments 1
through 6 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 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 expire in 2010. We note the disclosure in the penultimate paragraph
on page 17; and

•

 the portion of your revenues derived from the intellectual property in dispute, as mentioned on Note 16 on pages 81-82, and which of your
products or technology allegedly infringes on the plaintiff’s patent. For example, does the dispute relate to the ViaLink technology mentioned on page 4, which you describe as the “foundation of [y]our competitive advantage?”

 Securities and Exchange Commission

 Attention: Kevin L. Vaughn

 January 6, 2011

 Page
 2

 Response:

In response to the first bullet above, the Company respectfully submits that it does not have the ability to accurately
determine the portion of revenues related to the patent or patents set to expire in 2010. In addition, the Company submits that such disclosure would not be meaningful to investors as the Company believes that the expiration of patents in 2010 will
not have a material impact on its revenue. Given the typically short life cycles of its products, the Company’s continued success depends upon its ability to continually innovate with new products to take advantage of new customer design
opportunities. Although these design opportunities often incorporate proprietary technology from existing products as well as new technology, many of the Company’s older patents do not relate to technology in the Company’s current product
offerings. As noted in the Company’s Form 10-K for the Fiscal Year Ended January 3, 2010 (the “2009 10-K”), the Company maintains a large patent portfolio to protect its innovations. In most cases, revenue will decline from a
decrease in demand for mature products long before the expiration of pending or issued patents relating to the underlying technology in such products. The Company’s decision to cease maintaining a patent is determined on the importance of the
patent in its current or future product offerings. To the extent that a patent is no longer used in the Company’s current products or is not expected to be used in its future products, the Company will cease maintaining a patent or otherwise
let it expire. In response to the Commission’s comment, the Company undertakes to clarify this disclosure in its future filings.

 In response to the second bullet above, the Company advises the Commission that the complaint filed by Xpoint Technologies, Inc. (Xpoint) in the U.S. District Court for the District of Delaware does not
relate to its ViaLink® technology. The alleged patent infringement relates to the Company’s Smart Programmable Integrated Data Aggregator (SPIDA) Proven System Block (PSB), which may be integrated in a Customer Specific Standard Product
(CSSP) built on the Company’s ArcticLink II silicon platform. As noted in the 2009 10-K, the Company believes it has meritorious defenses and intends to defend against this action vigorously. As recently as October 19, 2010, Xpoint filed a
motion to amend its complaint for a third time to limit its claims solely to allegations of indirect infringement based on the Company’s SPIDA product. In addition, the Company estimates that the loss of revenues relating to the intellectual
property in dispute would not be material to the Company or investors. In response to the Commission’s comment, the Company undertakes to clarify this disclosure in its future filings.

 Securities and Exchange Commission

 Attention: Kevin L. Vaughn

 January 6, 2011

 Page
 3

 Item 11, Executive Compensation, page 86

2.
 We refer to your disclosure in the second paragraph 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 disclose how the data was utilized, such as how the data relates to the compensation you pay to your NEOs.

Response:

 In response to the Commission’s comment, the Company undertakes in future filings to identify the companies in the peer group and disclose how the data was utilized, including how the data relates to
the compensation it pays its NEOs. The Company supplementally advises the Commission that it did not have a specific peer group in the 2009 analysis, but rather used a general technology survey (the “Radford Global Technology Survey”)
prepared by Radford Surveys + Consulting (“Radford”) that referred to high technology public companies with less than $50 million of annual revenue. More recently, however, the Compensation Committee and Radford have identified and created
a specific peer group for executive compensation purposes that the Company intends to use in its 2011 analysis.

3.
 The first sentence of the third paragraph under the 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 components 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 tell us, and revise future filings to disclose, that range. Also, if the amounts you actually pay deviate materially from that range, please tell us, and revise future
filings to explain, the reasons for the difference.

 Response:

In response to the Commission’s comment, the Company advises the Commission that in 2009 the Compensation Committee
set base salaries and target incentive cash compensation within the range of total target cash compensation reported in the Radford Global Technology Survey. The Compensation Committee reviews this information since the companies represented in the
Radford Global Technology Survey generally compete for executives with the same skill sets, experience and other qualifications that are sought by the Company. The Company further advises the Commission that the Compensation Committee targets total
cash compensation at the midpoint of the range in the survey as an initial reference point, but then adjusts actual base salary and target incentive cash compensation based on individual performance and contribution as well as numerous other
factors, which in past years has included experience, market competitiveness for the talent in a similar role, company performance, internal pay relativities, the ability to affect Company performance, as well as individual factors and needs. Actual
cash compensation did not materially deviate from the range in the Radford Global Technology Survey. The Company undertakes to revise future filings to clarify its use of survey data in future filings.

 Securities and Exchange Commission

 Attention: Kevin L. Vaughn

 January 6, 2011

 Page
 4

4.
 Please tell us, and revise future filings to clarify, how you determine the relative proportion of base salary and incentive compensation as it
relates to the “range” mentioned in your disclosure.

 Response:

In response to the Commission’s comment, the Company advises the Commission that the Compensation Committee
determines the relative proportion of base salary and incentive compensation based on the individual responsibilities of the executive officer. For example, the Vice President of Worldwide Sales has a higher percentage of target total cash
compensation based on achievement of target incentives than the Vice President of Human Resources. The proportion of incentive compensation for a specific executive officer role is reported in the Radford Global Technology Survey and the Company and
the Compensation Committee use this data to identify and guide the setting of appropriate percentages. In 2009, the relative proportion of base salary versus incentive compensation did not materially deviate from the range in the Radford Global
Technology Survey. The Company undertakes to revise future filings to clarify its use of survey data in setting relative proportions of compensation in its future filings.

 Quarterly Report on Form 10-Q for 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 nature of the errors. In addition, please provide us with your full materiality analysis 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.

 Response:

During the three and nine month periods ended October 3, 2010, the Company recorded the following two out of period
adjustments (all amounts in $’000’s):

 3 months ended

Oct-3-10

 9 months ended

Oct-3-10

 Relating to intraperiod tax allocation, net

209,000

209,000

 Relating to intercompany dividend (Q2, 2010)

—

(78,000
)

 Net

209,000

131,000

 A further description of the nature of each of the two adjustments listed above is as
follows:

 Intraperiod tax allocation

During the third quarter of fiscal 2010, an adjustment was identified relating to the Company’s prior application of
ASC 740-20-45-7 (FAS 109 Para. 140) - Intraperiod Tax Allocations.

 Securities and Exchange Commission

 Attention: Kevin L. Vaughn

 January 6, 2011

 Page
 5

 In summary, ASC 740 requires companies to determine tax expense
without regard to the tax effects of income from other categories of income or loss such as Accumulated Other Comprehensive Income (AOCI) or discontinued operations and compute the tax provision on a with and without basis. However, ASC
740-20-45-7 provides an exception to the with and without approach when there is (i) a pre-tax loss from continuing operations and (ii) pre-tax income from other categories. This exception applies regardless of whether the company has a
valuation allowance against its net deferred tax assets.

 QuickLogic had book and tax losses on a US and
consolidated basis for 2009 and for 2010. In addition, the Company established a full valuation allowance against its US deferred tax assets several years ago. In QuickLogic’s case however, although the Company experienced losses from
continuing operations in fiscal 2009, it recorded unrealized gains of approximately $1.1 million in 2009 in AOCI attributable to unrealized gains on investments in held for sale securities. The guidance in ASC 740-20-45-7 requires the unrealized
gain in AOCI to be tax effected with a corresponding tax benefit being recorded in continuing operations. The tax effect of these unrealized gains amounted to $436,000.

Furthermore, in Q1, 2010, the Company made partial sales of its single available for sale security requiring the reversal
of the tax expense recorded in AOCI in the amount of $227,000. The net impact of recording these correcting entries in the third quarter of fiscal 2010 was $209,000.

 Intercompany dividend

 During the second quarter of fiscal
2010, an adjustment was identified relating to the Company’s prior accounting for an intercompany dividend paid by one of the Company’s wholly owned subsidiaries. In Q4, 2008, the intercompany dividend of $78,000 had incorrectly been
reflected in the consolidated income statement and not eliminated on consolidation as opposed to being reflected through retained earnings. The correcting entry was recorded through interest income and other, net in the second quarter of 2010.

 Materiality assessment

 In assessing the materiality of the adjustments above, the Company considered the following guidance:

•

 SAB 99 “Materiality”;

•

 SAB 108 “Considering the effects of prior year misstatements when quantifying misstatements in current year financial statements”;
and

•

 ASC 270-10-45-16 “Interim Financial Statements.”

Management assessed the adjustments on the periods in which the originating entries arose and also the periods in which
the entries were corrected.

 Securities and Exchange Commission

 Attention: Kevin L. Vaughn

 January 6, 2011

 Page
 6

 Assessment of impact of incorrect recording of intercompany dividend

Had the entries relating to the intercompany dividend been posted correctly to the period to which they related, the
impact on the key financial statement line items would have been as follows (all amounts in $’000’s, except EPS):

Q4 2008

FY 2008

As reported

As adjusted

As reported

As adjusted

 Interest income and other (expense), net

(94
)

(172
)

(6
)

(84
)

 Net Loss

(2,620
)

(2,698
)

(9,355
)

(9,433
)

 Other long-term assets

903

825

903

825

 EPS

(0.09
)

(0.09
)

(0.32
)

(0.32
)

 % impact on net loss

3
%

1
%

 Assessment of impact of
incorrect recording of intraperiod tax allocation

 Had the entries relating to the intraperiod tax
allocation been posted correctly to the period to which they related, the impact on the key financial statement line items would have been as follows (all amounts in $’000’s, except EPS):

Q1 2009

Q2 2009

Q3 2009

Q4 2009

FY 2009

Q1 2010

 As

 reported

 As

 adjusted

 As

 reported

 As

 adjusted

 As

 reported

 As

 adjusted

 As

 reported

 As

 adjusted

 As

 reported

 As

 adjusted

 As

 reported

 As

 adjusted

 Interest income and other (expense), net

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

 Provision for (benefit from) income taxes

4

(43
)

(15
)

(67
)

7

(305
)

(59
)

(85
)

(63
)

(500
)

15

242

 Net Loss

(1,596
)

(1,549
)

(3,227
)

(3,175
)

(2,997
)

(2,685
)

(1,934
)

(1,908
)

(9,754
)

(9,317
)

(143
)

(370
)

 Accumulated other comprehensive income

121

74

255

203

1,062

750

1,130

1,104

1,130

693

1,005

796

 Total stockholders equity

20,771

20,771

18,435

18,435

17,009

17,009

21,259

21,259

21,259

21,259

21,825

21,825

 EPS

(0.05
)

(0.05
)

(0.11
)

(0.11
)

(0.10
)

(0.09
)

(0.06
)

(0.06
)

(0.32
)

(0.30
)

—

0.01

 % impact on net loss

-3
%

-2
%

-10
%

-1
%

-4
%

159
%

 Notes:

 (1) The impact to each of the four quarters in fiscal 2009 is a reduction in AOCI (to tax effect the unrealized gain recorded in the period) with a
corresponding credit to the provision for (benefit from) income taxes. The cumulative effect of the adjustments in fiscal 2009 amounted to $436,000 and represents the tax effect of unrealized gains recorded in 2009 of $1.1
million.

 (2) The impact to the first quarter of fiscal 2010 reflects the reversal of tax expense recorded in AOCI in the amount of $227,000 resulting from the partial
sale of the investment held for sale.

 Securities and Exchange Commission

 Attention: Kevin L. Vaughn

 January 6, 2011

 Page
 7

 Assessment