SecProbe.io

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								June 17, 2005

Mail Stop 6010

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

      Re:	Tripath Technology, Inc.
      Amendment No. 1 to Registration Statement on Form S-1
      Filed June 6, 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
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      We welcome any questions you may have about our comments or
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/A

Prospectus Summary, page 1

Recent Developments, page 1
1. We note your intent from your response letter dated June 13,
2005,
to include a statement that your disclosure controls and
procedures
"appear to have been inadequate" in the amendments to your Form
10-Q
for the quarters ended March 31, June 30 and December 31, 2004 and
the Form 10-K/T for the nine months ended September 30, 2004.
Please
be advised that your disclosure should state, in clear and
unqualified language, the conclusions reached by your certifying
officers on the effectiveness of your disclosure controls and
procedures.  It is unclear from the language you have proposed
whether your certifying officers have reached a conclusion that
the
company`s disclosure controls and procedures were effective as of
the
end of the respective periods.  Alternatively, if true, you can
state
that given the identified circumstances, your disclosure controls
and
procedures are not effective.  Refer to the guidance in Item 307
of
Regulation     S-K.
2. Quantify the impact of the restatement of your financial
statements.
3. We note from your response to comment 30, you state that the
Audit
Committee`s internal investigation has concluded.  In addition,
from
your Form 8-K filed May 11, 2005 and Form 10-Q filed for the
quarterly period ended March 31, 2005, you and your auditors have
concluded that the adjustments for the periods relating prior to
2003
are not material after considering both qualitative and
quantitative
factors and you and your auditors are currently assessing whether
you
will restate the 2003 financial statements for the adjustments
found.
Revise this section and all applicable sections of your filings to
update the reader as to the current status of your investigation
and
the results of your investigation for the periods presented prior
to
2004. Also, please provide us with your analysis of materiality
based
on your review of qualitative and quantitative factors prepared in
accordance with SAB 99 for those periods prior to 2004.
4. You state on page 6 that you have not filed the amended
periodic
reports to reflect your initial and additional restatements.
Please
file all amended periodic reports before effectiveness of your
Registration Statement.

Summary Consolidated Financial Data, page 4

5. We note in the tables on pages 5 and 22 that you have not
indicated that financial information for the six months ended
March
31, 2004 is restated.  We understand that due to the change in
your
year-end from December 31 to September 30, financial information
for
this particular period has not been previously reported; however,
you
have previously disclosed quarterly information which when
summarized
would not equal the amounts disclosed for the six months ended
March
31, 2004.  Please revise to label the column including the six
months
ended March 31, 2004 on pages 5 and 22 as restated.
6. In your tables on pages 5 and 22, we note that you reflect the
changes in your reserve for slow-moving, excess and obsolete
inventory separately.  Although we do not object to you presenting
your inventory provisions or write-downs in a separate line item
from
cost of revenue, the reduction to the reserve as a result of the
sale
of inventory previously written down to net realizable value
should
be presented within cost of revenue.  When inventory is written
down
to its net realizable value, you establish a new cost basis which
is
not subsequently increased.  As such, revise your table and
elsewhere
as necessary to include the credit of $1.4 million within cost of
revenue.  Your Management`s Discussion and Analysis should discuss
the improvement of gross margin for the six months ended March 31,
2005 as attributable to the sale of inventory that was previously
written down to its estimated net realizable value.  Refer to the
guidance provided in SAB Topic 5.BB.

Capitalization, page 20

7. It appears that the amount of long-term debt, net of current
portion, on your capitalization table on page 20 may include
deferred
rent.  Please revise or advise us.
Management`s Discussion and Analysis, page 24

Liquidity and Capital Resources, page 29

8. We note your response to comment 14.  On page 32 you state that
as
of December 31, 2004 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 this regard, please revise your liquidity and capital
resources section to describe a viable plan that removes the
threat
of the continuation of the business which should include the
information you have provided in your response and other sources
of
liquidity available to you.  Refer to FRC 607.02 and SAS 34.

Principle and Selling Stockholders, page 57
9. We note your response to comment 16.  See Rule 13d-3 for the
definition of beneficial ownership, and identify any person who
has
or shares voting and/or investment power over the shares held by
each
entity in the table.

Annual Financial Statements

General

10. Provide a currently dated and signed consent from your
independent accountants with the filing of your next amendment to
the
Registration Statement.

Note 9:  Restatement of Previously Reported Annual and Interim
Financial Information, page F-26

11. We note your disclosure on page 2 in the third full paragraph
which begins, "In addition to SAB 104, our revenue recognition
policy...."  Please revise your document here and elsewhere as
necessary to indicate that your policy is in accordance with SAB
104.
For example, we would not object to beginning the sentence with,
"Pursuant to SAB 104" or "In accordance with" in lieu of "In
addition
to..."
12. We note your response to comment 30.  You state that your
investigation included an audit of all point-of-sales reports
issued
by Macnica as well as your Korean distributor from October 2001
through March 2005.  Tell us why your investigation was limited to
Macnica and your Korean distributor and not all of your
distributors
during the time period under investigation.  Please be detailed in
your response.

Interim Financial Statements

13. Provide a Statement of Stockholders` Equity as there were
significant changes to your equity accounts since year-end.

Notes to Condensed Interim Consolidated Financial Statements

Note 8:  Inventories, page F-44

14. Revise here and elsewhere as necessary to remove language that
refers to a reversal of the inventory reserve.  Inventories are
not
subsequently marked up based on changes in facts and
circumstances.
Please make reference to our other comment issued on your Summary
Financial Data.

Note 9:  Warrant Liability, page F-44

15. Revise here and elsewhere to refer to the revaluing of the
warrants to fair value between the periods presented as "change in
fair value on revaluation of warrant liability."

Note 12:  Commitments and Contingencies, page F-46

16. We note your disclosure that management has concluded that
there
are no pending claims that the outcome of which is expected to
result
in a material adverse effect on your financial position or results
of
operations.  Please revise this note to reference to your
disclosures
in Notes 13 and 15.
17. Please delete the cross reference to Item 9A in the last
paragraph under Changes in and Disagreements with Accountants as
this
item is not included in the filing.

      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 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 filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment 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.

	We will consider a written request for acceleration of the
effective date of the registration statement as 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.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Thomas Dyer at (202) 551-3641 or Michelle
Gohlke at (202) 551-3327 if you have questions regarding comments
on
the financial statements and

related matters.  Please contact Eduardo Aleman at (202) 551-3646
or
me at (202) 551-3800 with any other questions.

      					Sincerely,

      					Peggy Fisher
								Assistant Director

cc (via facsimile):  David J. Segre, Esq.

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Dr. Adya S. Tripathi
Tripath Technology, Inc.
June 17, 2005
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