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SEC Correspondence

 [Letterhead of Durham, Jones & Pinegar]

 JOSHUA E. LITTLE

 jlittle@djplaw.com

 VIA EDGAR AND FACSIMILE

 October 14, 2004

 Max A. Webb

 Assistant Director

 Securities and Exchange Commission

 450 Fifth Street, N.W.

 Washington, D.C. 20549

 Re:

 Mad Catz Interactive, Inc.; Form 20-F for the fiscal year

 ended March 31, 2004; Commission file #001-14944

 Dear Mr. Webb:

 We are in receipt of the Staff’s letter dated September 14, 2004 with
respect to the above-referenced Form 20-F for the fiscal year ended March 31, 2004. We are responding herein to the Staff’s comments on behalf of our client, Mad Catz Interactive, Inc. (“Mad Catz”) as set forth below.
Simultaneously with the filing of this letter, Mad Catz is filing by EDGAR a letter of Darren Richardson, President and Chief Executive Officer of Mad Catz making the acknowledgements requested by your letter. Courtesy copies of this letter and the
letter of Mr. Richardson are being submitted to the Staff by facsimile delivery.

 Mad Catz’ responses set forth in this letter are numbered to correspond to the numbered comments in the Staff’s letter. All capitalized terms used but not defined herein have the meanings assigned to such
terms in the Form 20-F. For ease of reference, we have set forth the Staff’s comments and Mad Catz’ response for each item below.

 Item 3. Key Financial 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.

 Mad Catz’ Response: Mad Catz notes the Staff’s comment and confirms that the Form 20-F will be revised in future filings in accordance with the Staff’s comment.

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

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October 14, 2004

 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.

 Mad Catz’ Response: Mad Catz notes the Staff’s comment and confirms that the requested line items will be eliminated from, and that the additional disclosures requested will be included in, the
Selected Consolidated Balance Sheet information provided in future filings.

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.

 Mad Catz’
Response: Mad Catz notes the Staff’s comment and confirms that Mad Catz’ balance sheet data on a basis reconciled to US GAAP will be included in future filings.

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.

 Mad Catz’ Response: Mad Catz notes the
Staff’s comment and confirms that future filings will include additional explanatory information about why management believes that disclosure of EBITDA provides useful information to potential investors regarding Mad Catz’ operating
performance and any additional purposes for which management uses EBITDA. We intend to revise our discussion of EBITDA to include language similar to the following:

 EBITDA represents net income plus interest, taxes, depreciation and amortization. EBITDA is not intended to represent cash
flows for the period, nor is it being presented as an alternative to operating or net income as an indicator of operating performance and should not be considered in isolation or as a substitute for measures of performance prepared in accordance
with accounting principles generally accepted in Canada. As

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October 14, 2004

 defined, EBITDA is not necessarily comparable to other similarly titled captions of other companies
due to potential inconsistencies in the method of calculation. We believe, however, that in addition to the performance measures found in our financial statements, EBITDA is a useful financial performance measurement for assessing our Company’s
operating performance. Our management uses EBITDA as a measurement of operating performance in comparing our performance on a consistent basis over prior periods, as it removes from operating results the impact of our capital structure, including
the interest expense resulting from our outstanding debt, and our asset base, including depreciation and amortization of some of our assets.

 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.

 Mad Catz’ Response: Mad Catz notes the Staff’s comment and confirms that the Form 20-F and footnotes to the financial
statements will be revised in future filings in accordance with the Staff’s comment. Volume rebate allowances are included as a reduction of revenue, are recorded at the time of sale, and are based upon negotiated customer agreements.

 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.

 Mad Catz’
Response: The Form 20-F will be revised in future filings in accordance with the Staff’s comment. The dollar value of the reduction to net income and increase in accumulated deficit due to the application of Section 3870 of the CICA
Handbook for each of the fiscal years presented in our financial statements is as follows:

 Fiscal 2002:

N/A

 Fiscal 2003:

$
261,841

 Fiscal 2004:

$
194,891

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October 14, 2004

 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.

 Mad Catz’ Response: The Form 20-F will be revised in future filings in accordance with the Staff’s comment. Amortization
expense increased by approximately $768,000 in fiscal 2004 as a result of the $5.1 million GameShark intangible assets, which were acquired near the end of fiscal 2003 and included in the intangible assets total as of March 31, 2003. Therefore,
there is no increase in our intangible assets after March 31, 2003 but a full year of amortization was recorded in fiscal 2004, compared to approximately two months of amortization in fiscal 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.

 Mad Catz’ Response: The Form 20-F will be revised in future filings in accordance with the Staff’s comment. We intend to
include language similar to the following:

 Although Congress
agreed to extend the expiration date of the Credit Facility in each of our last two fiscal years, we do not know the likelihood that they will agree to further extend the expiration of the Credit Facility following September 25, 2005. If Congress is
unwilling to extend the expiration of the Credit Facility beyond September 25, 2005 on terms acceptable to the Company, or if we are unable to comply with the restrictive and financial covenants contained in the Credit Facility, Congress may declare
the outstanding borrowings under the facility immediately due and payable. In such an event, our liquidity will be

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October 14, 2004

 materially adversely affected, which could in turn have a material adverse impact on our future
financial position and results of operations. We would be required to obtain additional financing from other sources. We cannot predict whether or on what terms additional financing might be available. If we are required to seek additional financing
and are unable to obtain it, we may have to change our business and capital expenditure plans, which would have a materially adverse affect our future results of operations.

 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.

 Mad Catz’ Response: Mad Catz notes the
Staff’s comment and confirms that disclosure in future filings regarding Mad Catz’ exposure to interest rate and foreign exchange rate risk will be conformed to one of the suggested formats outlined in Item 11(a)(1) of Form 20-F.

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

10.
We note the disclosure on page 59 that you do not have any defaults, divided 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.

 Mad Catz’ Response: Mad Catz notes the Staff’s comment and supplementally informs the Staff that it has no defaults, dividends arrearages or delinquencies of any kind, waived or unwaived. The Form
20-F will be revised in future filings to delete the phrase “that have not been waived” at the end of the disclosure in Item 12 if the disclosure is still applicable.

 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.

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October 14, 2004

 Mad Catz’ Response: Mad Catz notes the Staff’s comment and confirms
that future filings will include an audited Statement of Stockholders’ Equity or an analysis of changes in each caption of stockholders’ equity in an audited note to Mad Catz’ financial statements.

 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.

 Mad Catz’ Response: Mad Catz notes the Staff’s comment and supplementally informs the SEC that Mad Catz’ policy
recognizes a difference between product returns and price protection. With respect to product returns, disclosure within Note 2 on page F-6 correctly identifies our policy of recording product return allowances at the time of shipment. We will
revise our disclosure within Note 2 regarding allowance for price protection as outlined in comment 13 below.

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 reseller, 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.

 Mad Catz’ Response: Mad Catz notes the Staff’s comment and supplementally informs the SEC that we believe our revenue recognition practices are appropriate under US GAAP, SFAS No. 48, SAB Topic 13:A.1 and SOP 97-2. All of
the criteria for recognizing revenue when right of return exists are met at the time of sale. We record revenue net of an allowance for returns. We estimate the amount of future returns for current period revenue based upon historical experience,
current sell-through of inventory, current trends in the video game market and the overall economy, changes in customer demand and acceptance of our products in the marketplace.

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October 14, 2004

 Price protection arises out of market conditions that are difficult to predict and
vary on a product-by-product basis, as well as a customer-by-customer basis. When a price protection event occurs, Mad Catz records a price protection allowance for inventory on hand at the customer and in-transit to the customer at the time the
lower price is negotiated. Our retail customers maintain approximately four to eight weeks of inventory on hand which results in a high number of inventory turns annually. We have good visibility to the retailers on hand inventory levels and work
closely with the customers in maintaining optimal on hand levels and maximizing inventory turns. A price p