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  SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

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Mark P. Shuman, Esq.

Office of Computers and Online Services

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20002

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. Shuman:

On behalf of Liberate Technologies, a Delaware
corporation (the “Company” or “Liberate”), we have electronically transmitted
under separate cover Amendment No. 1 to the Preliminary Proxy Statement on
Schedule 14A (“Amendment No. 1 to the Preliminary Proxy”), which we have marked
to show changes from the Company’s initial filing of the Preliminary Proxy
Statement on Schedule 14A (File No. 0-26565), filed by the Company on June
23, 2005 (the “Preliminary Proxy”) and Amendment No. 1 to the Rule 13e-3
Transaction Statement on Schedule 13E-3 (File No. 005-58281) filed by the
Company on June 23, 2005 (the “Schedule 13E-3”).  The changes reflected in Amendment No. 1 to
the Preliminary Proxy and Amendment No. 1 to the Schedule 13E-3 include those
made in response to the comments of the Staff of the Securities and Exchange
Commission (the “Staff”) set forth in the Staff’s comment letter, dated August
2, 2005.

Set forth below are the Company’s responses to the
comments raised in your letter.  For your
convenience, we have provided each of your numbered comments followed by our

responses.  To facilitate the
Staff’s review, we have provided the Company’s responses in ordinary type
beneath the corresponding Staff comment, which appears in bold type.

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.

Response:

We confirm our 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.  We have deleted the cautionary
statements regarding forward looking statements that previously appeared on
page 11 of the Preliminary Proxy Statement on Schedule 14A filed on June
23, 2005.

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 June 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

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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).

Response:

The SeaChange asset sale was not the first step of a
Rule 13e-3 transaction, and accordingly, no Schedule 13E-3 was required to be
filed in connection with Liberate’s proxy solicitation of the SeaChange asset
sale. As you are aware, the SeaChange transaction did not involve an affiliated
purchaser.

The SeaChange asset sale and the proposed reverse
stock split are separate and independent transactions, and the asset sale had
neither a reasonable likelihood nor purpose of producing the effects set out in
paragraph (a)(3)(ii) of Rule 13e-3.  The
SeaChange asset sale agreement was approved by the Liberate board of directors
at a meeting on April 15, 2005, after several months of discussion and
negotiation with SeaChange and its representatives.  At the same meeting, the board of directors
and Liberate’s management engaged in discussions regarding potential plans for
Liberate after closing the asset sale following the closing of a successful
sale to SeaChange - as Liberate would no longer have any significant operating
product or service business.
Accordingly, the board of directors directed management to evaluate
potential ways of addressing the costs of continuing as a publicly traded
company while Liberate continued to operate to wind down its business and
resolve its liabilities and return cash to shareholders.  The alternatives that the board and
management considered included dissolution and liquidation of the Company, sale
as a public company shell, a reverse stock split, a share repurchase, an
extraordinary dividend and other alternatives.
The board had previously declared a special dividend of $2.10 payable
upon the closing of the sale of the North American business to Double C
Technologies LLC (which was paid on April 8, 2005) and subsequently declared a
special dividend of $0.15 payable upon the closing of the sale of the Non-North
American business to SeaChange (which was paid on July 13, 2005).  Duff & Phelps was engaged as a financial
advisor to advise the Board on these special dividends.  At the time Liberate filed its definitive
proxy statement in connection with the SeaChange asset sale on June 10, 2005,
these evaluation efforts were still ongoing and the board of directors had made
no determination with respect to potential plans for Liberate after the asset
sale to SeaChange.  On May 5, 2005, the
board of directors met and considered available alternatives, including a
reverse stock split.  At that meeting, a
representative of the Company’s legal advisors presented to the board of
directors various methods available to accomplish a going private transaction
and management presented to the board its evaluation of the alternatives.  After discussion the board directed
management to conduct further evaluation of the reverse stock split for follow
up consideration and approval by the board.
On June 15, 2005, the board of directors met to consider a reverse stock
split.  At that meting, management
presented its evaluation of the merits of being a private

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company versus a public company and the reverse stock
split, a representative of the company’s legal advisors revisited with the
board the legal process for the reverse stock split and the fiduciary duties
and legal obligations that should guide the board’s consideration, and a
representative of the company’s financial advisor presented the results of its
evaluation of a potential reverse stock split and determination of the fair
value for the consideration that may be paid to holders of fractional
shares.  At the June 15, 2005 meeting,
after additional discussion, the board of directors concluded that a reverse
stock split followed by a forward stock split in the same ratio was in the best
interests of the Company and its shareholders.

The Response to Question 4 of SEC Release 34-17719
provides that a transaction will be regarded as one step in a series of
transactions which together constitute a Rule 13e-3 transaction if the specific
transaction is effected by the issuer as a part, or in furtherance, of a series
of actions which, taken together, have either a reasonable likelihood or a
purpose of producing, directly or indirectly, any of the specified
effects.  The SeaChange asset sale,
however, had neither a reasonable likelihood nor a purpose of producing the effects
set out in paragraph (a)(3)(ii) of Rule 13e-3.
As described above, the Liberate board of directors approved the asset
sale and the definitive proxy statement in connection with the asset sale was
filed before any determination to effect a going private transaction was
made.  The SeaChange asset sale was
approved by the board of directors based on an assessment of the opportunities
and challenges facing Liberate and the uncertainties surrounding Liberate’s
ability to achieve business success and the other reasons described in Liberate’s
definitive proxy filed on June 10, 2005.
Neither the board’s approval nor completion of the asset sale was
contingent on the occurrence or approval of a subsequent reverse stock split
(or any other going private transaction).
In determining the amount to be paid to cash out shareholders in
exchange for their fractional Liberate shares, Liberate’s board of directors
did assume that the SeaChange asset sale would have closed.  However, that was only in order to determine
the fair value of fractional shares.  The
reverse/forward stock split could have been accomplished before the asset sale
transaction.   Liberate’s stockholders
retain the power to approve or reject the reverse stock split notwithstanding
the closing of the asset sale.  The asset
sale did not have the effect of giving Liberate or its affiliates any greater
voting power with respect to the proposed stock split.  In addition, the SeaChange asset sale is not
of the type described in SEC Release 34-16075 which are designed to provide tax
benefits to substantial shareholders or allow the seller’s senior management to
benefit from any increased profitability of the business sold.

The Response to Question 15 of SEC Release 34-17719
provides that the Schedule 13E-3 must be filed concurrently with the filing of
the preliminary proxy or information statement relating to the sale of assets
constituting the first step in the Rule 13e-3 transaction.  Since the SeaChange asset sale was not the
first step in a

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Rule 13e-3 transaction, no Schedule 13E-3 was required
to be filed in connection with Liberate’s proxy solicitation of the SeaChange
asset sale.

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.

Response:

Liberate confirms that there have been no
communications between representatives of the Company and any of the five
percent or greater stockholders listed in the share ownership table since
October 1, 2004 concerning the possibility of terminating Liberate’s reporting
obligations other than discussions involving such stockholders who are
directors or executive officers of Liberate and which are described in the
Preliminary Proxy in the section entitled “SPECIAL FACTORS — Background for the
Reverse/Forward Stock Split Proposal — Board Deliberations and Background of
the Reverse/Forward Stock Split”.

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.

Response:

As detailed in the Definitive Proxy
Statement on Schedule 14A filed by the Company on March 9, 2005 in connection
with the Double C asset sale and the Definitive Proxy Statement on Schedule 14A
filed by the Company on June 10, 2005 in connection with the SeaChange asset
sale, executive officers, directors and more than five percent stockholders of
Liberate realized the direct and indirect benefits described below as a result
of the Double C and SeaChange assets sales.

In connection with the consummation
of the Double C asset sale, Liberate’s executive officers, David Lockwood,
Philip Vachon, Gregory Wood and Patrick Nguyen, and non-employee directors,
Charles N. Corfield, Patrick S. Jones, David C. Nagel and Robert R. Walker,
held unvested stock units or unvested options to purchase shares of Liberate
common stock that became fully vested, in accordance with their existing terms,
as set forth in the table below.

  Unvested Options to

  Purchase Shares of

  Common Stock

  Exercise Price of

  Unvested Stock

  Options

  Unvested Stock

  Units

  David Lockwood

  704,167

  $

  1.75

  —

  Philip Vachon

  956,250

  $

  2.39

  80,000

  Gregory Wood

  704,167

  $

  1.75

  120,000

  Patrick Nguyen

  704,167

  $

  1.75

  120,000

  Charles N.
  Corfield

  —

  7,692

  David C. Nagel

  —

  7,692

  Robert R. Walker

  —

  7,692

  Patrick S. Jones

  —

  7,692

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In addition, under the terms of the
retention agreements with David Lockwood, Philip Vachon, Gregory Wood and
Patrick Nguyen, each of these executive officers became entitled to receive a
payment equal to twice his total taxable compensation for the prior fiscal
year, with a minimum payment of $500,000 and a maximum payment of $750,000,
upon actual or constructive termination of his employment within one year
following the closing of the Double C asset sale and within one year following
the closing of the SeaChange asset sale. In connection with these asset sales,
Messrs. Lockwood, Vachon, Wood and Nguyen became entitled to severance payments
in the aggregate equal to a range of $2,250,000 up to $3,000,000.

As described in Liberate’s annual
report for the year ended May 31, 2005 filed on Form 10-K on August 15, 2005,
on June 15, 2005, the Liberate board of directors approved payments in
connection with the amendment of these executive officers’ existing employee
retention agreements.  The board
determined that Liberate’s continuing operations would benefit from continuing
employment of such executives, and approved that such executives would no
longer be required to have terminated employment to be entitled to the payments
thereunder.  Instead, Liberate would pay
to each such executive the amount he would otherwise have been entitled to had
such executive’s employment been terminated pursuant to the terms of those
agreements, at which time the agreements would terminate and the executives
would not be entitled to any further payments or benefits thereunder.  The value of the payment amounts pursuant to
the employee retention agreements remained unchanged, and the payments were
made on June 17, 2005.

As described in Liberate’s current
report filed on Form 8-K filed on July 20, 2005, on July 14, 2005, the