SecProbe.io

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Mail Stop 4-6

      	December 3, 2004

Mr. Kevan Casey
Chief Executive Officer
eLinear, Inc.
2901 West Sam Houston Parkway
Suite E-300
Houston, TX 77043

	RE:	eLinear, Inc.
		Registration Statement on Form SB-2
		Filed November 5, 2004
		Amendment No. 1 to Form SB-2
		Filed November 29, 2004
		File No. 333-120265

Dear Mr. Casey:

	This is to advise you that we have limited our review of the
above registration statement to matters addressed below.  Based on
this limited review, we have the following comments.  Where
indicated, we think you should revise your document 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 supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form SB-2

General
1. Regarding the TanSeco acquisition, we note that no Form 8-K was
filed to report this acquisition.  Please provide us your analysis
of
the significance of this acquisition under Item 310 of Regulation
S-
B.  You should note that if the acquisition is material (i.e., in
excess of the 50% level), financial statements would be required
to
be filed before effectiveness of the Form SB-2.  Be advised that
Telephone Interpretation S.21 of the July 1997 CF Manual of
Publicly
Available Telephone Interpretations indicates that the offerings,
including secondary offerings, that may proceed without financial
statements of the acquired business, as used in Instruction 1 to
Item
7 of Form 8-K, refers to offerings pursuant to effective
registration
statements but does not refer to making registration statements
effective.  As you may note, the same language that was used in
Instruction 1 to Item 7 of Form 8-K is set forth in the
Instruction
to new Item 9 to 8-K.
2. Please advise us of the extent and materiality of your past and
current relationship, if any, with: 1) Seaside Investment Trust
PLC;
2) DSC Holdings, LLC; and 3) NJA Holdings LLC.

Selling Stockholders, page 29
3. Item 7 of Form SB-2 requires disclosure of material
relationships
between the selling security holders and the registrant within the
past three years.  A description of how these selling stockholders
acquired their shares constitutes a material relationship that
must
be described within your Form SB-2.  Therefore, please revise your
selling stockholder section to describe how Nine Six Four Four
Three
Four Ontario, Inc. acquired their shares.  We note the Recent
Developments disclosure addressing of how Laurus acquired their
shares.  See Item 507 of Regulation S-B.
4. Disclose whether either of the selling shareholders are
affiliates
of broker-dealers.  If such a relationship exists, disclose
whether
the broker-dealer affiliate acquired their shares in the ordinary
course of business and whether at the time of the acquisition it
had
any plans or proposals, directly or with any other person to
distribute the shares.  Additionally, explain the nature of the
affiliation.

Exhibits
5. We are unable to locate the October 2004 documents relating to
the
amended revolving credit facility with Laurus Master Fund, Ltd. as
well as the seven-year warrants recently issued to Laurus to
purchase
440,000 shares.   Please advise.

*    *    *    *

      No further review of the registration statement has been or
will be made.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filings reviewed by
the staff to be certain that they have provided all information
investors require for an informed decision.  Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      Direct questions to Robert Bell, Staff Attorney, at (202)
942-
1953, or me at (202) 942-1800.

						Sincerely,

						Barbara C. Jacobs
						Assistant Director
						Office of Computers and Online
Services

cc:	Thomas C. Prichard
	Brewer & Pritchard, P.C.
	Fax (713) 659-5302
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Mr. Kevan Casey
eLinear, Inc.
Form SB-2; File No. 333-120265
December 3, 2004
Page 3 of 3

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