SecProbe.io

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								August 23, 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. 5 to Registration Statement on Form S-1
      Filed August 22, 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 5 to Form S-1

Risk Factors, page 8
1. We note the proposal in your proxy statement filed on August
19,
2005, to approve amendments to your certificate of incorporation
authorizing the board of directors to effect a reverse stock split
within a specified range that would reduce the number of
outstanding,
but not the authorized, shares of your common stock.  Please add a
risk factor under a separate caption addressing the risks to
investors of this proposed reverse stock split.  For example, your
disclosure should address the dilutive effect to shareholders, the
risk of a possible adverse market reaction to a reverse split and
the
fact that a reverse split does not assure that you will regain
compliance with Nasdaq listing standards.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 26

Results of Operations, page 29

Gross Profit, page 29

1. We have reviewed your revised disclosure related to gross
profit
for the nine months ended June 30, 2005 that was provided based on
our conference call held on August 17, 2005. As stated in the
conference call, we have reviewed your Form 8-K filed on August 5,
2005 that announces guidance for the fourth quarter of 2005 of
gross
margins of 45-55%.  We note that in your Form S-1 your gross
margin,
without the impact of the inventory that was previously written
down,
was 14%.  It is unclear to us from your revised disclosures how
you
will obtain 45-55% gross margins in the fourth quarter of 2005.
Please revise your disclosure, in enough detail, to tell investors
the following:
* Specifically how management has been successful in obtaining
improved sales growth from inventory units that were previously
written down due to slow-moving, excess and obsolete inventory.
You
previously disclosed for the nine month period ended September 30,
2004 that the write-downs were attributable to slow-moving and
excess
inventory for your TA1101B, TA3020, TA2041, TA2022 and leaded
TA2024
products, the TK2350, TK2051, TK2150, TK2050 and TK2052 chipsets,
and
Kauai 2BB and U461 die based on a decline in forecasted sales for
these parts (page 30 of Form S-1).  As previously mentioned to us,
management has been successful in selling these units through
implementing pricing and design strategies.  Tell investors
specifically the strategies that were implemented and continue to
be
implemented to sell these units that were previously impaired.

* Revise to disclose the number of units and dollar amount of
inventory that have been sold to date by quarter that were
previously
written down and the number of units and dollar amount of
inventory
remaining at June 30, 2005 that was previously written down.
Also,
disclose management`s estimate of the number of units and dollar
amount of inventory to be sold by quarter after June 30, 2005.

* Revise to disclose management`s expectation as to gross margin
on a
go forward basis after the impact of the sale of previously
reserved
inventory is sold and the basis for such conclusion.

      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 23, 2005
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