SecProbe.io

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								August 2, 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. 3 to Registration Statement on Form S-1
      Filed July 25, 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 3 to Form S-1

Prospectus Summary, page 1

Recent Developments, page 1

1. Please refer to our prior comment 4. We note your disclosure at
the end of the second paragraph on page 3 that you intend to file
amended reports to reflect the restated financial information
related
to the restatements.  Please update your disclosure here and
elsewhere as necessary to indicate that these amendments were
filed
on July 27, 2005.

Management`s Discussion and Analysis, page 26

Results of Operations for the six months ended March 31, 2005 and
2004, page 29

2. Please refer to our prior comment 6.  You state that excluding
the
effect of the sale of inventory that was previously written down
to
its net realizable value, the decrease in margin for the six
months
ended March 31, 2005 was primarily due to a decrease in average
selling prices.  However, you state that your decline in sales
from
the comparable prior period was the result of a decline in unit
volume and not average selling prices.  Please revise or advise
us.

Annual Financial Statements

General

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

4. The financial statements should be updated, as necessary, to
comply with Rule 3-12 of Regulation S-X at the effective date of
the
Registration Statement.

Note 8:  Subsequent Events (Litigation), page F-24

5. It appears you have updated this note to include litigation
dated
after the date of your auditors report.  In this regard, please
remove such litigation since it is also included in note 10 or
have
your accountants` dual date their audit report for such items.
Refer
to AU 530.

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

6. Please refer to our prior comment 8. You state that the review
of
the electronic documents was unrestricted with respect to time and
subject matter and included the 2002 and 2003 time periods.  It is
unclear to us from your response, why you believe the situation
discovered with respect to Macnica and Uniquest distributors 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 2004, 2003 and 2002 periods.  Please be detailed
in
your response as to the procedures you performed to ensure that
the
situation did not exist with other distributors.
Part II

Item 15.  Recent Sales of Unregistered Securities, page II-2

7. We note your added disclosure regarding the August 2004 sale of
2,500,000 shares of unregistered securities.  Please revise to
provide the disclosure required by Item 701 of Regulation S-K.
Confirm that the number of shares of common stock issued and
outstanding as of July 15, 2005 includes these shares.

      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.
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Adya S. Tripathi
Tripath Technology, Inc.
August 2, 2005
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