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	April 19, 2005

Mail Stop 03-06

Dr. Adya S. Tripathi
President and Chief Executive Officer
Tripath Technology, Inc.
2560 Orchard Parkway
San Jose, California 95131

Re:	Tripath Technology, Inc.
	Registration Statement on Form S-1
      Filed on March 24, 2005
	File No. 333-123551

Dear Dr. Tripathi:

      We have reviewed your filing and 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 S-1

Summary Consolidated Financial Data and Selected Consolidated
Financial Data - Pages 4 and 21

1. Revise your consolidated financial data to include financial
information for the three month period ended December 31, 2003.
Refer to the guidance in Item 301(b)(4) of Regulation S-K.
2. Please revise to indicate in a footnote to the table those
items,
such as provision for excess inventory and preferred stock, that
impact the comparability of your results for the periods
presented.
Refer to the guidance in Item 301 of Regulation S-K.

Risk Factors - Page 6

Our lengthy sales cycle . . . - Page 8
3. Illustrate how this risk has impacted the company`s financial
results in recent periods by quantifying the significant
expenditures
involved in trying, unsuccessfully, to achieve a design win.

Our intellectual property and proprietary rights may be
insufficient
. . . - Page 14
4. You disclose that copyright, trademark and trade secret
protection
may be unavailable or limited in certain foreign countries.  To
the
extent known, please revise to address whether any of the
company`s
international patents, issued or pending, were issued in these
countries.  Clarify that the laws of some foreign countries, such
as
China, in which you may do business do not protect a company`s
intellectual property rights to the same extent as the laws of the
United States.

Our independent registered public accounting firm may decline to
attest on the adequacy of our internal controls over financial
reporting as required by Section 404 of the Sarbanes-Oxley Act of
2002 - Page 15
5. Revise this risk factor to indicate that you will be required
to
comply with Section 404 reporting beginning with your fiscal year
ended September 30, 2006.

Capitalization - Page 19
6. Please remove the "Pro Forma As Adjusted" column on your
capitalization table that assumes the exercise of the outstanding
warrants unless you believe it is likely in view of the current
market price that they will be exercised.  We note your disclosure
that there is no assurance that any of the warrants will be
exercised.

Management`s Discussion and Analysis - Page 23

Results of Operations - Page 25
7. You state that revenue decreased by $2.5 million for the three
months ended December 31, 2004 as compared to the same period in
2003.  Revise to quantify the effect of the change in terms of
changes in selling prices and volume, and explain the underlying
drivers of the change.  Please make similar changes to your
analysis
of the results of operations for all periods being compared.
8. You state that gross profit was 26% for the three months ended
December 31, 2004 as compared to 33% for the same period in 2003.
We
further note that the decrease in gross profit was the result of
an
increase in production cost for TA2020 and a decrease in average
selling price for TA2024.  Please revise to quantify the effects
of
the changes and explain the reasons for the increased production
costs and decrease in average selling prices. Please make similar
changes to your analysis of the results of operations for all
periods
being compared.
9. We note that sales to Samsung represented 29% of revenue in the
three month period ended December 31, 2003, 18% of revenue in
2003,
but 0% in the most recent quarter.  Please revise to discuss any
known trend or uncertainty regarding revenue from Samsung in
future
periods and what effect, if material, this will have on the
company`s
liquidity, capital resources or results of operations.
10. When citing more than one factor in explaining a change in a
financial statement line item, the amounts of the individual
factors
cited, including offsetting factors, should be separately
quantified,
if material, unless it is impractical to do so.  For example, you
attribute the changes in Research and Development to lower
personnel
related costs, lower product development costs and lower rent and
insurance expenses, but do not quantify the amounts.   Please
revise
your Management`s Discussion and Analysis as appropriate.

Nine months ended September 30, 2004 and 2003 and years ended
December 31, 2003 and 2002 - Page 25
11. You state that the inventory reserves were changed by a net
increase of $4.3 million for slow moving, excess and obsolete
inventories during the nine month period ended September 30, 2004.
Revise to expand your disclosures to include a discussion of the
reasons why such charge was necessary in the 2004 period.

Liquidity and Capital Resources - Page 27
12. We note the company`s reduction in headcount from August 2001
through December 2003 resulting in significant cost savings.
Revise
to disclose whether you believe such savings are sustainable and
for
how long.  Address what impact the reduction has had on the
company`s
operations.
13. Your disclosure indicates that during the quarter ended March
31,
2002, the company recorded a provision for excess inventory of
approximately $5 million related to excess inventory for the
TA2022
product as a result of a decrease in forecasted sales.  In 2004,
you
increased inventory reserves by an additional $4.3 million to $9.2
million to account for slow moving, excess, and obsolete
inventory.
It appears that the decrease in revenue for the nine months ended
September 30, 2004, was due, in part, to a decrease in sales of
TA2022 and other products.  Please revise to address the
following:
     * Describe the apparent trend of slowing sales of the TA2022
product and what 			adverse effects, if any, you expect
this will have on the company`s financial 			results.
If
you believe that the decline is due to another factor, such as the
cyclical 		nature of the semiconductor industry, so state.

     * Quantify the portion of the decrease in revenues
attributable
to lower sales of the 			TA2022, TA3020 and TK2050
products.

     * Describe when and how the company expects to dispose of the
excess or obsolete 			inventory, or state that the company
has not set a timeline for the sale of the 			remaining
items.
14. We note on page 29 and F-8 you indicate that your existing
working capital may not be sufficient to meet your operating needs
for the next twelve months and additional financing is needed to
fund
current working capital needs.  In light of this disclosure, tell
us
supplementally how you and your auditors concluded that a going
concern paragraph in your audit report was not considered
necessary.
Please revise your filing as necessary.

Business - Page 31

Manufacturing - Page 36
15. We note that the company relies on contracts with third party
semiconductor fabricators for its semiconductor device
manufacturing
requirements.  Please expand your disclosure to describe the
material
terms of these agreements.  This should include, for example, the
scope, duration, and any termination provisions.  Also, please
file
these agreements as an exhibit, or explain why they are not
required
to be filed.

Principal and Selling Stockholders - Page 53
16. Identify the individuals who beneficially own the shares held
by
each entity named in the table.
17. Tell us whether any of the selling stockholders are broker-
dealers or affiliates of a broker-dealer.  Any selling stockholder
who is a broker-dealer must be identified in the prospectus as an
underwriter, unless all of the securities being registered on
behalf
of that selling stockholder were received as underwriting
compensation.  In addition, each selling stockholder who is an
affiliate of a broker-dealer must be identified in the prospectus
as
an underwriter unless that selling stockholder is able to
represent
in the prospectus that:

     * The selling stockholder purchased the shares being
registered
for resale in the 			ordinary course of business, and

     * At the time of the purchase, the selling stockholder had no
agreements or 				understandings, directly or
indirectly,
with any person to distribute the securities.

	Please revise accordingly.
Notes to Consolidated Financial Statements

Note 2.  Summary of Significant Accounting Policies - Page F-9

Revenue Recognition

18. We note from your disclosures in regards to sales to
distributors
that you offer incentives such as stock rotation and price
protection
to your distributors.  Revise your footnote to disclose the terms
of
the arrangements with your distributors, the incentives you offer
and
how you account for each incentive.  Also, tell us and clarify
what
you mean by "and other offerings."  Refer to the guidance in EITF
01-
9.  It appears to us that your revenue recognition disclosures in
"Critical Accounting Policies" on page 29 should be significantly
expanded to address the above matters.  Please revise.
19. You state that in limited circumstances, revenue may be
recognized when sold to a distributor if the distributor
acknowledges
in writing that there is no right of return and the sale otherwise
meets the SAB 104 criteria.  Tell us supplementally how your
revenue
recognized policy is in accordance with SAB 104 even if you obtain
in
writing that no right of return exists.

Cash and cash equivalents and restricted cash

20. You disclose that cash and cash equivalents consist of cash on
deposit with banks, money market funds and commercial paper, bonds
and notes, but your table indicates that your cash and cash
equivalents consist of cash and money market funds.  Please revise
to
correct any inconsistency.
Inventories

21. Revise to disclose the amount of the reserve for slow-moving,
excess and obsolete inventory for each period in which a balance
sheet is presented.

Note 4.  Common Stock - Page F-17

22. We note that investors in your Series A Preferred Stock also
received warrants to purchase up to an additional 20 percent of
shares of Series A Preferred Stock, which have a term of three
years
and an exercise price of $39.00 per share.  Please revise to
disclose
the current status of these warrants.
23. Please tell us supplementally and revise to include the
earliest
date the non-voting Series A Preferred Stock and warrants issued
in
the private placement in January 24, 2002 were convertible.

Note 5. Employee Benefit Plans - Page F-19

Stock Option Plans

24. Please revise your document to disclose the total options
exercisable at the end of each year presented and the weighted-
average grant date fair value of options granted during the year.
Refer to the guidance in paragraph 47(a) and (b) of SFAS 123.

Note 7. Commitments and Contingencies - Page F-22

Contingencies - Page F-23
25. We note your disclosure that Management has concluded that
there
are no pending claims that they believe the outcome of which is
expected to result in a material adverse effect on the financial
position or results of operations of the Company. Please revise
this
footnote to refer to your disclosures in Note 8.

Note 8.  Subsequent Events (Litigation) - Page F-24

26. At the end of the seventh paragraph within this footnote, you
have referred the reader to Item 9A for more information regarding
changes made in internal controls.  Please revise here and on page
F-
44 to disclose this information as Item 9A is not included within
your filing.

Note 9. Supplementary Financial Information (unaudited) - Page F-
26

27. Please revise to include narrative or footnote disclosure
regarding the nature of any material or unusual items that
impacted
your quarterly results of operations for the periods presented.
Refer to the requirements of Item 302(a)(3) of Regulation S-K.

Restatement of Previously Reported Quarterly Financial Information
-
Page F-27

28. We note that you have restated the previously filed Form 10-Q
for
the quarterly period ended June 30, 2004 through Note 9 and the
restatement was the result of recognition of revenue related to a
sale of approximately $1.4 million made to a distributor whereby a
former employee had a side agreement which allowed for the return
of
the product to you.  Based on disclosure in footnote (3) to the
restatement, it appears that the product was returned to you.  It
is
unclear to us why the revenue is considered deferred revenue at
June
30, 2004.  Please advise.
29. You state that the restatement does not affect the amounts
shown
in your financial statements for the nine months ended September
30,
2004.  Confirm to us that the correction was discovered and made
to
these financial statements before you filed your Form 10-KT and
that
these adjustments were audited by your independent accountants.
30. You disclose that based upon an internal investigation that
was
conducted, it was necessary for you to restate the previously
filed
Form 10-Q for the quarterly period ended June 30, 2004.  Tell us
in
significant detail what procedures were performed by Management to
ensure that other side agreements (or lack of controls being
properly
performed) that were outside of your standard practices were not
present with Macnica or any other distributors that would result
in
significant accounting errors and that all significant errors have
been detected and were not present for all periods presented.
Also,
tell us supplementally what policies and procedures have been
implemented to ensure that such side agreements with distributors
are
not made in the future.

Part II

Item 13.  Other Expenses of Issuance and Distribution - Page II-1
31. We note the first sentence.  It is unclear which of the
amounts
in the table represents the NASDAQ listing fee.  Please revise to
clarify.

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      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
autho