SecProbe.io

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						September 14, 2004

Via US Mail and Facsimile

Cyril Talbot III
Chief Financial Officer
181 Bay Street
Toronto, Ontario M5J2T7
CANADA

Re:	Mad Catz Interactive
	Form 20-F for the year ended March 31, 2004
	Commission file # 001-14944

Dear Cyril:

We have reviewed the above referenced filing and have the following
comments.  We have limited our review to the financial statements and
related disclosures included within these documents.  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.

Where expanded or revised disclosure is requested, you may comply
with these comments in future filings.  If you disagree, we will
consider your explanation as to why our comments are inapplicable or
a revision is unnecessary.  In some of our comments, we may ask you
to provide us with supplemental information so we may better
understand your disclosure.  Please be as detailed as necessary in
your explanation.

We look forward to working with you in these respects and welcome any
questions you may have about any aspects of our review.

* * * * * * * * * * * * * * * * * * * * * * *
Item 3. Key Information
A. Selected Financial Data

B. Selected Consolidated Balance Sheet Information, Page 4
1. We note that you have presented selected consolidated balance
sheet data for the three years ended March 31, 2004.  Please revise
this presentation to present five years in accordance with the
requirements of Item 3A of Form 20-F.

2. Revise future filings to eliminate disclosure of the line item
entitled "income (loss) before goodwill amortization, discontinued
operations and income taxes" from the "US GAAP" disclosures as the
presentation of this line item is not in accordance with US GAAP or
with Rule 5-03 of Regulation S-X.  Also, please revise to disclose
the Company`s sales, gross profit and income (loss) from operations
for each period presented as determined in accordance with US GAAP.
Refer to the requirements of Item 3.A.2. of  Form 20-F and
Instruction 2 to Item 3.A. of Form 20-F.

3. Please revise future filings to include disclosure of the
Company`s balance sheet data on a basis reconciled to US GAAP for
each of the periods presented. Your revised disclosures should
include at a minimum, your total assets, long-term debt and
stockholders` equity for each period presented as determined in
accordance with US GAAP. Refer to the guidance outlined in
Instruction 2 to Item 3.A. of Form 20-F.

4. We note the presentation of EBITDA, a non-GAAP measure of
financial performance in the Company`s Selected Financial Data.
Please revise future filings to explain why management believes that
disclosure of this non-GAAP measure provides useful information to
potential investors regarding the Company`s operating performance.
Also, please revise to disclose any additional purposes for which the
Company`s management uses this non-GAAP measure. Refer to the
guidance outlined in General Instruction C(e) of Form 20-F and Item
10 of Regulation S-K regarding the use of non-GAAP financial measures
in Commission filings.

Item 5. Operating and Financial Review and Prospects
B. Critical Accounting Policies

Allowance for Volume Rebates, Page 27
5. Please expand your disclosure related to your policy on allowances
for volume based rebates to address the types of programs offered and
when in the sales cycle these allowances are recorded.  Note 2 to
your financial statements should be similarly revised.

New Accounting Standards, the Impact of Recent Canadian Accounting
Pronouncements
Stock-Based Compensation, Page 28
6. Please expand your disclosure of the financial statement impact of
the adoption of Section 3870 of the CICA Handbook to indicate the
dollar value of the reduction to net income and increase in
accumulated deficit for each of the years presented in your financial
statements as it appears this is a known value as of the date of
issuance of your financial statements.  This disclosure should be
similarly revised throughout the filing.

C. Operating Results

Fiscal Year Ended March 31, 2004 Compared to March 31, 2003
Depreciation and Amortization, Page 31
7. Please revise your discussion of the increase in depreciation and
amortization of $600,000, or 50%, to include an explanation of this
change.  It is unclear why this expense increased as capital assets
and intangible assets increased only $868,000 since March 31, 2003.

D. Liquidity and Capital Resources

Congress Credit Facility, Page 33
8. We noted that the Congress credit facility was renewed through
September 25, 2004 on September 25, 2003.  We also note that this
amount is properly included in current liabilities as of March 31,
2003, and that this facility was again renewed through September 25,
2005 on July 27, 2004.  Please revise your disclosure of liquidity
and capital resources to include a discussion of the likelihood of
another renewal and the options and financial consequences if
Congress does not renew this credit facility.

Item 11. Quantitative and Qualitative Disclosures About Market Risk

9. Your current disclosures regarding your exposure to interest rate
and foreign exchange rate risk do not comply with the requirements of
Item 11(a)(1) of Form 20-F. Please revise future filings to present
your disclosures regarding your exposure to interest rate and foreign
exchange rate risk so that they are presented in one of the suggested
formats outlined in Item 11(a)(1) of Form 20-F.

Item 12. Defaults, Dividend Arrearages, and Delinquencies, Page 59

10. We note the disclosure on page 59 that you do not have any
defaults, dividend arrearages, or delinquencies that have not been
waived.  Please add to this disclosure a discussion of those that
have been waived and indicate the period for which the waiver has
been obtained..  Your risk factors and liquidity and capital
resources discussion should be similarly revised, and should also
include a discussion of the financial impacts if waivers are not
received in the future.

Item 17. Financial Statements, General

11. Pursuant to Item 8 (1) (C) of the Form 20-F, please revise future
filings to include an audited Statement of Shareholder`s Equity for
each period presented.  Alternatively, include an analysis of changes
in each caption of stockholder`s equity in an audited note to your
financial statements in accordance with Item 8(A)(1)(f) of Form 20-F.

Note 2 - Summary of Significant Accounting Policies

Revenue Recognition, Page F-6
12. We note from your critical accounting policy disclosure for your
allowance for price protection (page 27) that you do not maintain
estimated allowances that take into account the pricing strategies of
competitors; these are only booked when market conditions indicate an
allowance is necessary.  However, from your disclosure within Note 2
on page F-6, you seem to indicate your policy is to estimate the
allowance necessary and book at the time of shipment.  Please
supplementally clarify this discrepancy and revise as necessary.

13. We note the disclosure indicating that revenues from sales to
authorized resellers are subject to terms allowing price protection
and certain rights of return. We further note that allowances for
estimated future returns and price protection are provided for upon
shipment. Given the possibility for future returns and potential
adjustments to the sales prices for products sold to resellers,
please explain why you believe your revenue recognition practices
with respect to such arrangements are appropriate under US GAAP, or
more specifically under SFAS No.48, SAB Topic 13:A.1. and SOP 97-2.
As part of your response, please provide us with an analysis of the
annual returns and price protection allowances granted to your
customers during the three fiscal years presented in the financial
statements. Alternatively, revise to discuss and quantify this
difference in accounting between Canadian and US GAAP in Note 14 to
your financial statements.

Note 3- Discontinued Operations

14. Please tell us in further detail the nature and specific timing
of the changes in facts and circumstances that resulted in "revaluing
fiscal 2001 provisions for expected future liabilities associated
with the GTI and ZapYou.com businesses". As part of your response,
explain the significant assumptions used to estimate or determine the
liabilities initially established and explain what changes in
circumstances resulted in the revaluation adjustments made in fiscal
2002.

Note 6 - Intangible Assets

15. Please tell us and explain in the notes to your financial
statements in future filings how you determined the amounts assigned
to the various categories of intangible assets acquired during 2003
and the related useful lives being used to amortize the various
categories of intangible assets to expense. As part of your response,
please explain what factors were considered in determining the
amounts allocated to each category of intangible assets acquired and
the related periods selected for amortization of each category of
intangible assets to expense.

Note 10 - Income Taxes, Page F-15-17

16. We note that you include in your deferred tax asset inventory a
large amount of tax loss carryforwards.  We also not that you have
included the expiration table on page F-17 of non-capital tax losses
and the non-capital tax losses of your Canadian subsidiary.  From
these tables, it is unclear how the amounts presented in your
supporting tables and in your inventory relate to each other.  Please
supplementally clarify this disclosure.  Also, please clarify the
components of your valuation allowance and explain in further detail
why you believe deferred tax valuation allowances are required for a
portion of your deferred tax assets at March 31, 2004 and 2003.  We
may have further comment on your response.

Note 14 - Canadian and United States Accounting Policy Differences,
Page F-20

17. We note that your income statement presentation does not comply
with Rule 5-03 of Regulation S-X in that interest income and expense,
other income, and foreign exchange gains and losses are all included
in operating income.  We also note that, although an explanatory note
has been provided for the placement difference in goodwill charges,
none has been provided for these differences.  Please revise your
presentation to include explanatory notes for all presentation
differences between your presentation and the presentation required
by under generally accepted accounting principles.

Supplemental Schedules

General
18. We note you have identified several different types of allowances
as critical accounting policies.  For these items and any others you
believe to be significant, please revise your Form 20-F to provide
Schedule II: Valuation and Qualifying Accounts rollforwards for all
the income statement periods presented.  Refer to the guidance in
Rule 5-04 and 12-09 of Regulation S-X.

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

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.

Please file your response to our comments via EDGAR within ten
business days from the date of this letter.  Please understand that
we may have additional comments after reviewing your response.  You
may contact Amy McGann at 202-942-2885 or Linda Cvrkel at 202-942-
1936 if you have questions or me at 202-942-1850 with any concerns as
I supervised the review of your filing.

								Sincerely,

								Max A. Webb
								Assistant Director

Mad Catz Interactive, Inc.
September 14, 2004
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