SecProbe.io

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		August 2, 2005

Gregory S. Wood
Executive Vice President and
  Chief Financial Officer
Liberate Technologies
2655 Campus Drive, Suite 250
San Mateo, CA 94403

	RE:	Liberate Technologies
		Schedule 13E-3 filed June 23, 2005
      File No. 005-58281

		Preliminary Proxy Statement on Schedule 14A
		Filed June 23, 2005
		File No. 0-26565

Dear Mr. Wood:

	This is to advise you that we have conducted a limited review
of
the above filings and have the following comments.  Where
indicated,
we think you should revise your filings 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 or may not 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 8-K filed June 16, 2005
1. We note the statement in your press release that "those
statements
above that involve expectations or intentions (such as those
related
to the proposed transaction) are forward-looking statements within
the meaning of the U.S. securities laws, involving risks and
uncertainties, and are not guarantees of future performance."
Please confirm your understanding that statements made in
connection
with going private transactions are expressly excluded from the
safe
harbor protections afforded by the Private Securities Litigation
Reform Act of 1995.  See Section 21E(b)(1)(E) of the Exchange Act.
In future filings relating to the going private transaction please
include appropriate clarifying disclosure to remove the
implication
the statements may be properly defined as forward-looking under
the
federal securities laws and enjoy the corresponding protections.

Schedule 13E-3
2. We note from page 13 of the proxy materials that Liberate was
considering the "possibility of converting to a private company"
at
least as early as April 15, 2005.  At that time or perhaps
earlier,
it had begun considering a reverse split as a mechanism for
effectuating a going private transaction, as evidenced by the
April
22, 2005 engagement of Duff & Phelps to evaluate the payment to be
provided to fractional holders in a reverse split.  We note that
although the opinion of Duff & Phelps was delivered on June 15,
2005,
and the board of directors approved the proposed stock split on
that
date, the definitive proxy materials for the SeaChange transaction
filed on Jun 16, 2005 were not accompanied by a Schedule 13E-3
filing.  In your response letter, please provide  your analysis
concerning whether the SeaChange asset sale is the first step of
the
Rule 13e-3 transaction and provide your analysis as to whether a
Schedule 13E-3 was required in connection with the proxy
solicitation
of the SeaChange asset sale.  We are aware that the SeaChange
asset
sale did not involve an affiliated purchaser and that it would not
be
a going private transaction considered separately from the reverse
stock split solicitation.  In responding to this comment, please
refer to Questions 4 and 15 of SEC Release 34-17719 and SEC
Release
34-16075 (addressing multi-step going private transactions).
3. Please describe any contact and communication between
representatives of the Company and any of the five percent or
greater
stockholders listed in the share ownership table that took place
since October 1, 2004, concerning the possibility of terminating
the
reporting obligations of Liberate, whether by means of a reverse
stock split or otherwise.

4. Provide us with a detailed description of any direct or
indirect
benefits realized by any executive officer, director or more than
five percent stockholder as a result of either the Double C or the
SeaChange asset sale.

Item 13, page 5
5. Financial information has been incorporated by reference is
response to Item 13 of Schedule 13E-3.  We are unable to locate
summarized financial information addressing "income per common
share
from continuing operations (basic and diluted)."  Please provide
complete summarized financial information as required by
Instruction
1 to Item 13 of Schedule 13E-3.  Refer to telephone interpretation
H.7 in the July 2001 supplement to our "Manual of Publicly
Available
Telephone Interpretations" that is available on the Commission`s
website at http://www.sec.gov for guidance on complying with a
nearly
identical instruction in the context of a tender offer.
Preliminary Proxy Materials
6. It appears that you are attempting to incorporate by reference
the
information required by Item 13 of Schedule 14A.  Please note that
the information required by Item 13(a) may be incorporated by
reference to the same extent as would be permitted by Form S-3
pursuant to Instruction E to Schedule 14A.  Because it does not
appear that the company`s public float is sufficient, the company
does not appear eligible to incorporate by reference pursuant to
Item
13(b)(1).  Please advise us if you are relying upon Item 13(b)(2)
to
incorporate the required information by reference.  If so, confirm
that you will deliver the information incorporated by reference in
the proxy statement to shareholders at the same time as you send
them
the proxy statement or include the undertaking set forth in
Instruction D.2 to Schedule 14A.  Identify on the last page of the
proxy statement the information incorporated by reference.
Alternatively, revise the proxy statement to include the
information
required by Item 13(a).
7. Also, as a reminder, you will need to provide audited
financials
for your May 31, 2005 fiscal year end.  Please see rule 3-12 of
Regulation S-X.

Questions and Answers about the Reverse/Forward Stock Split...,
page
7

Who Will Bear The Cost Of This Solicitation?, page 11

8. We reference your statement that proxies may be solicited by
"personal interview, mail, telephone and electronic
communications."
Advise us of the means by which you intend to solicit via the
internet, such as internet chat rooms or postings on web sites.
In
addition, we remind you that all written soliciting materials,
including any scripts to be used in soliciting proxies over the
telephone, e-mail correspondence and information posted on the
Internet must be filed under the cover of Schedule 14A.  Refer to
Rule 14a-6(b) and (c).  Please confirm your understanding.

Cautionary Statement Regarding Forward-Looking Statements, page 11
9. Please delete the statement that you disclaim any intention or
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise
or
explain how this statement is consistent with your obligations
under
Rule 14a-9.

Special Factors, page 12

Background of the Reverse/Forward Stock Split Proposal, page 12
10. Please expand this section to summarize the nature of the
known
claims that may be pursued or defended following the
implementation
of the reverse split.  Summarize the status of the actions taken
and
proposed to be taken with respect to material claims by or claims
against the company.  An overview of the potential benefits that
continuing stockholders may experience as a consequence of
successful
efforts to recover on claims against others and limit liabilities
to
others should be provided.  A reasonably detailed description of
these claims, their current status, management`s strategy and
objectives in recovering on or limiting exposure to these claims
should be provided in the body of the prospectus.  Discuss the
likely
outcomes and the range of potential benefits to continuing
stockholders in quantitative terms.

Alternatives Considered, page 15
11. Please more thoroughly compare the estimated costs associated
with undertaking the alternative methods of going private,
providing
information in quantitative terms to the extent practicable.
12. Disclose who first proposed the possibility of going private
and
the date on which this occurred.  Ensure that you have described
all
meetings, negotiations, contacts, etc. among board members,
management and holders of in excess of ten percent of your shares
that related to the possibility of going private in general and
the
strategy of asset sales coupled with a reverse stock split that
was
used to terminate the reporting obligation.   Although you state
on
page 21 that there are no "prior assurances from any of [your]
stockholders regarding the vote on the transaction,"  whether any
of
those stockholders participated in the process of evaluating the
proposal to de-register your shares or the use of asset sales
coupled
with a reverse split to effectuate this objective, is not clear.
Please expand to describe the nature of any involvement by
significant stockholders in the steps that led to the proposed
transaction.
13. Expand your discussion regarding how and why you determined
that
the sale of Liberate Technologies as a public shell was not a
feasible or attractive alternative.  Please be more specific in
describing the "know and unknown liabilities" referenced on page
16
that led you to the conclusion that a public shell was not an
attractive alternative.

Purpose of the Reverse/Forward Stock Split, page 16
14. After your recent asset sale, you have no significant
operating
business. Given your lack of operations, provide supplemental
support
for your assertion that the going private transaction will result
in
$2.2 million in annual savings.
Recommendation of the Board; Fairness of the Transaction, page 18

15. Revise the discussion to address factors (vi) and (viii)
listed
in Instruction 2 to Item 1014 of Regulation M-A.  If the board did
not consider one or more of the factors, state that and explain
why
the factor(s) were not deemed material or relevant.  See Question
and
Answer No. 20 of Exchange Act Release No. 34-17719.

Cashed out Stockholders, page 19

	Current and Historical Market Prices of Liberate`s common
stock,
page 19
16. Expand your disclosure to explain why the board believed a
stock
with an average daily trading volume of 164,634 is "thinly
traded."
	Going Concern Value, page 19
17. If you intend to expressly adopt the going concern analysis
you
must include a statement to that effect.  Please revise as
necessary.
See Question and Answer 20 and 21 in SEC Release No. 17719 (April
13,
1981).  This comment also applies to your liquidation analysis.
	Liquidation Value, page 19

18. Revise your disclosure to clearly indicate that you did not
perform a liquidation analysis and explain in greater detail why
no
such analysis was performed. See Question and Answer No. 20 of
Exchange Act Release No. 34-17719.
Remaining Stockholders, page 20
19. Tell us why this subsection does not include a discussion of
the
effect of the reverse split and Exchange Act de-registration on
the
existence and liquidity of any market for your common stock.  Did
the
board consider the effects of the proposed transaction on the
market
that would be available for continuing stockholders, in evaluating
the fairness of the reverse split? Please expand the text under
this
heading and elsewhere, as appropriate.

Opinion and Report of the Financial Advisor, page 23
20. Tell us whether exhibit 16(a)(2) to the Schedule 13E-3
constitutes all written materials, including any draft or
preliminary
reports, required to be filed as exhibits pursuant to Item 9 of
Schedule 13E-3 and Item 1015 of Regulation M-A.  Draft or
preliminary
presentations to the board should be filed as an exhibit and
summarized to the extent they contain data or analyses that
materially differ from the presentation that has been filed as an
exhibit.

21. We note your reference on page 25 to financial projections
that
management provided Duff & Phelps.  Disclose all of the financial
projections that management provided to Duff & Phelps.  In
addition,
disclose and quantify (to the extent possible) the material
assumptions underlying the financial projections.

22. On page 25, you state that Duff & Phelps discounted the
projected
cash flows at a rate that "reflects the relative risk associated
with
those fund flows, and that it used a "rate of return that security
holders could expect to realize on alternative investment
opportunities."  Please expand to describe more specifically how
each
of these discount rates was selected.  Explain whether a range of
discount rates considered was used or considered and if so,
provide
appropriate disclosure of the effect that changes in the discount
rate would have on the value of the cash flows and on the per
share
value.

Reservation of Rights, page 28
23. Briefly discuss the circumstances under which the Board might
choose not to consummate the reverse stock split even after
receiving
shareholder approval.
Effects of the Proposed Reverse/Forward Stock Split on
Stockholders,
page 28
24. Expand your discussion on page 29 of the detriments of the
reverse stock split.  See Instruction 2 to Item 1013 of Regulation
M-
A.  For example, one of the adverse effects of the reverse stock
split will be that unaffiliated shareholders will be required to
surrender their shares involuntarily in exchange for a cash price
determined by your Board and that shareholders will not have the
right as a result of the reverse stock split to liquidate their
shares at a time and for a price of their choosing.
25. Also, revise to discuss that you will no longer be subject to
the
provisions of the Sarbanes-Oxley Act or the liability provisions
of
the Exchange Act and that officers of the company will no longer
be
required to certify the accuracy of its financial statements.

Effect of the Proposed Transaction on Liberate, page 31
26. We note Liberate has experienced net losses in each of last
three
fiscal years.  Disclose, if true, that the security holders who
maintain an interest in Liberate and other affiliates will benefit
from the company`s future use of operating loss carryforwards.
Quantify this benefit to the extent practicable.  See Instruction
2
to Item 1013 of Regulation M-A.
Past Contacts, Negotiations and Transactions, page 34
27. Please expand this section to summarize briefly the economic
terms and other significant provisions of the alternative proposal
by
"Company X."  In this respect the nature of the "major terms" that
the parties had agreed upon is unclear.  A basic understanding of
the
"total consideration and deal structure" of the alternative
transaction would provide context that is helpful to an
understanding
of the choices available to the board, its decision to recommend
the
reverse split and the determination that the transaction is fair.

Certain United States Federal Income Tax Consequences, page 42

28. Revise this subheading and discussion to reflect that you are
addressing "material" and not "certain" tax consequences.

Where You Can Find More Information, page 49
29. Please revise to reflect that the current address of the SEC
is
One Station Place 100 F Street, N.E.Washington, D.C. 20002.

      As appropriate, please amend your filings in response to
these
comments.  You may wish to provide us with marked copies of the
amendments to expedite our review.  Please furnish a cover letter
with your amendments that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendments and
responses to our comments