SecProbe.io

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Mail Stop 6010

      June 10, 2005

VIA U.S. MAIL AND FAX (510) 413-1249

Mr. Brian T. McGee
Vice President Chief Accounting Officer
Lexar Media, Inc.
47300 Bayside Parkway
Fremont, California 94538

	Re:	Lexar Media, Inc.
		Form 10-K for the year ended December 31, 2004
		Filed March 31, 2005
		File No. 000-31103

Dear Mr. McGee:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents 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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may raise additional
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
filings.
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 as of December 31, 2004

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Critical Accounting Policies and Estimates

Valuation of Inventory, page 25

1. Based on the fact that you determined that you did not maintain
effective internal control over the accounting for inventory
valuation reserves because your procedures did not previously
identify all excess and slow-moving products we believe your
disclosures should be enhanced to discuss your accounting policy
in
more detail, especially those procedures which have recently been
put
into place to ensure more timely and accurate judgments and
estimates
can be made by management.  Revise in future filings.

Results of Operations

Cost of Product Revenues, page 29

2. Please tell us more about the events and circumstances that
resulted in the inventory impairment charges in 2004.
Specifically
describe the following: (i) the nature of the inventory written-
down
or off; (ii) how the write-downs were distributed between raw
material, work-in-process and finished goods; (iii) how you
determine
the amounts and timing of these write-downs; (iv) if all the items
are completely written-off, tell us when they were discarded or
when
and how will they be disposed of; and (v) for any items retained,
what consideration have you given to the fact that subsequent
sales
of these items could materially impact future gross profit
margins.

Note 2 - Summary of Significant Accounting Policies

Segments, page 71

3. We note that you have three categories of products. Revise
future
filings to report revenues for each product or each group of
similar
products. See paragraph 37 of SFAS 131.

Revenue Recognition, page 72

4. Your revenue recognition policy states that you "generally
recognize product revenue upon delivery when persuasive evidence
of
an arrangement exits..." If revenue has been recognized prior to
delivery please tell us the circumstances for such revenue
recognition and the basis for the accounting treatment.
Otherwise,
clarify the notes in future filings to specifically state that
revenue has not been recognized prior to delivery.

5. We note that starting in the fourth quarter of 2004, you
determined that you were no longer able to reasonably estimate the
level of revenue allowances and product returns and therefore you
now
defer revenue and costs of revenues for all your retail customers
until they can sell the product to their end-customer or a time
period that is "reasonably estimated" to allow the retail customer
to
sell their product to the end-customer has elapsed.  Please
address
the following:

* Explain specifically what triggered your inability to reasonably
estimate returns and incentives as of October 1, 2004 for your
retail
customers.

* Demonstrate your ability to make reasonable estimates of revenue
allowances and product returns prior to such dates. Specifically,
how
you met the requirements in paragraph 6 of SFAS 48 for prior
years.
Provide quantified evidence on a quarterly basis where necessary
to
support your conclusion.

* Tell us how you determine a "reasonably estimated" time has
elapsed
for your reseller to sell to the end-customer.  Explain if the
return
privilege has substantially expired prior to recording revenue.

* Support when you believe it is appropriate to recognize revenue
to
your distributors.  If you are still able to estimate the level of
revenue allowance and product returns for sales to distributors
explain to us how in greater detail.

We may have additional comments after reviewing your response.

6. Please describe the nature, terms and extent of price
protection,
promotions, discounts, rebates, volume incentive rebates, co-op
advertising or other concessions granted to customers.  Explain
why
sales related discounts increased from $55.1 million to $120.8
million for 2003 to 2004.  Demonstrate that your accounting for
these
matters conforms to GAAP.  Refer to EITF 01-09 in your response.

7. We note your discussion on page 4 regarding a third category of
products where you purchase and resell products from your
suppliers.
Tell us how you recognize revenue related to sales of these
products,
including whether you recognize revenue gross or net. Refer to
EITF
99-19 in your response.

8. We note on page 6 that you also offer software products to your
customers, explain how software is incorporated into your products
or
otherwise sold.  Tell us how you account for sales of stand alone
software or software embedded in your products.

Note 3. Balance Sheet Disclosures, page 77

9. We note you record deferred profit margins on your balance
sheet.
Confirm that at no point do you recognize sales or cost of sales
while deferring profit.  As discussed in Question and Response 31
of
the FAQ Staff Accounting Bulletin No. 101, the practice of
recognizing sales and cost of sales while deferring gross margin
is
not in accordance with GAAP.  Revise future filings or advise.

10. Tell us more about your market development fund expenditures.
Describe how you account for these and your consideration given to
EITF 01-09.

Note 14 - Contingencies, page 87

11. Even if there is no accrual for a loss contingency because one
or
both of the conditions in paragraph 8 of SFAS 5 are not met, you
should disclose an estimate of the possible loss or range of loss
for
each proceeding, or state that such an estimate cannot be made.
Refer
to SAB Topic 5:Y. Revise in future filings or advise us as to why
you
do not believe such revision is appropriate.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested supplemental
information.  Detailed cover letters greatly facilitate our
review.
Please file your cover letter on EDGAR.  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 filings reviewed by the staff to
be
certain that they have provided all information investors require.
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.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* the company may not assert staff comments 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 our review of your filing or in
response to our comments on your filing.

      You may contact Julie Sherman, Staff Accountant, at (202)
551-
3640 or me at (202) 551-3554 if you have any questions regarding
these comments.

								Sincerely,

								Angela Crane
								Branch Chief
Mr. Brian T. McGee
Lexar Media, Inc.
June 10, 2005
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