SecProbe.io

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Mail Stop 6010					June 15, 2005

Brian T. McGee, Vice President
Lexar Media, Inc.
47300 Bayside Parkway
Fremont CA 94538

	Re:	Lexar Media, Inc.
		Registration Statement on Form S-3
		Filed May 24, 2005
		File No. 333-125187

Dear Mr. McGee :

      We have limited our review of your filing to those issues we
have addressed in our 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 10-K for the year ended December 31, 2004

	The Staff issued comments on your Form 10-K by letter dated
June
10, 2005.  The comments on the Form 10-K will need to be resolved
prior to acting upon any request for acceleration of effectiveness
of
this Form S-3.

      ****************

      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 required under the
Securities Act of 1933 and 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
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 a 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.

	If you have any questions on financial statements comments
please telephone Jule Sherman at 202-551-3640 or Angela Crane at
202-
551-3554.  Please call Alan Morris at (202) 551-3601 or the
undersigned at (202) 551-3800 on any other matters regarding your
filing.

      Sincerely,

							Russell Mancuso
      Branch Chief

cc:	Dennis R. DeBroeck - Via Facsimile
	(650) 938-5200

Brian T. McGee, Vice President
Lexar Media, Inc.
June 15, 2005
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