SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

								July 11, 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. 2 to Registration Statement on Form S-1
      Filed June 29, 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.

Amendment No. 2 to Form S-1

Prospectus Summary, page 1

Recent Developments, page 1

1. Please refer to our prior comment 3.  You state that you are
not
restating the financial statements for periods prior to 2004 at
this
time as the internal investigation revealed errors in these prior
periods that were not material.  The phrase "at this time" appears
to
imply that you may restate these financial statements at a future
date.  Please delete this language here and elsewhere in the
filing
and confirm to us that the financial statements prior to 2004 will
not be restated.
2. We note that you disclose that the internal investigation
revealed
errors in periods prior to 2004 that were not material.  Revise to
include a discussion of the errors found, similar to your
discussion
you provided for 2004, along with your conclusion that the errors
found were not material.
3. Revise your tabular presentation on page 3 of the impact of the
restatement of the financial statements to include the "initial
restatement."  Also, revise to include similar information for
your
net loss per share, basic and diluted, for all periods presented.
4. We reissue our prior comment 4.  Please file all amended
periodic
reports before effectiveness of your registration statement.

Risk Factors, page 7

Neither our disclosure controls and procedures..., page 12
5. Revise the caption to state that these controls and procedures
were not effective and resulted in restatements to your financial
statements.

Management`s Discussion and Analysis, page 25

Results of Operations for the six months ended March 31, 2005 and
2004, page 28

6. Please refer to our prior comment 6.  We note that the higher
gross margin of 51% for the six-month period includes the sale of
inventory that was previously written down to its estimated net
realizable value, which contributed $1.5 million to gross profit.
Excluding this effect, the gross profit margin would have been 15%
as
compared to 31% for the comparable prior period.  Revise to
include
an additional explanation for the change in gross profit margin
between the periods indicated.

Annual Financial Statements

General

7. 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

8. Please refer to our prior comment 12.  You state that you did
not
conduct an audit of any other POS reports for distributors other
than
Macnica and your Korean distributor, because the investigation did
not lead the Audit Committee to determine that the POS reports
from
other distributors were erroneous.  We note on page 41 that
revenue
from sales by Macnica comprised 41% and 10%, respectively, of
total
revenues for 2003 and 2002.  Please tell us why you believe the
situation discovered with respect to Macnica and the Korean
distributor does not exist with the other distributors and why you
believe it is not necessary to perform additional procedures with
respect to other distributors for the 2004, 2003 and 2002 periods.
Please be detailed in your response.

Interim Financial Statements

Note 12. Commitments and Contingencies, page F-47

9. Reference is made to your disclosure in this note that states
at
March 31, 2005 there were no pending claims that the outcome of
which
is expected to result in a material adverse effect on the
financial
position or results of operations.  In footnote 15, you state that
you cannot estimate the loss or range of loss that may be
reasonably
possible for any of the contingencies described and that any
unfavorable resolution would materially adversely affect results
of
operations or financial condition.  It is unclear to us your basis
for such statement that management believes that the outcome of
the
pending claims will not result in a material adverse effect when
previously you state you cannot estimate the loss or range of
loss.
Please revise any inconsistencies or advise us.

      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.

      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 staff comments and the declaration of
effectiveness 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 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.

??

??

??

??

Dr. Adya S. Tripathi
Tripath Technology, Inc.
July 11, 2005
Page 1

</TEXT>
</DOCUMENT>