SecProbe.io

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Room 4561

      October 13, 2005

Mr. Cary D. Vandenberg
President and Chief Executive Officer
HPL Technologies, Inc.
2033 Gateway Place
Suite 400
San Jose, CA  95110

Re:	HPL Technologies, Inc.
	Form 10-K for Fiscal Year Ended March 31, 2005
	Filed June 29, 2005
		Form 10-Q for the Fiscal Quarter Ended June 30, 2005
	Filed August 15, 2005
	File No. 000-32967

Dear Mr. Vandenberg:

      We have reviewed your response to our letter dated September
20, 2005 in connection with our review of the above referenced
filings and have the following comments.  Where indicated, we
think
you should revise your document 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 filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or 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 for the Fiscal Year Ended March 31, 2005

Note 4.  Goodwill Impairment, page 57

1. We note your response to our Prior Comment No. 3.  Explain why
you
believe that your market capitalization is not representative of
the
fair value of the Company.  Provide the computation of your
reporting
unit`s fair value based on quoted market prices and the fair value
based on your discounted cash flow models and market approach
analysis as of March 31, 2005 and June 30, 2005.  Further provide
the
amount and type of consideration included in the non-binding term
sheets which you indicate were received in June and July, 2005.
Also tell us how the fair value of the reporting unit as
calculated
in your goodwill impairment assessments reconciles to your recent
agreement to sell the Company for approximately $13 million.

* * * * *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment 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 amendment and
responses
to our comments.

      You may contact April Coleman, Staff Accountant, at (202)
551-
3458 or Thomas Ferraro, Senior Staff Accountant, at (202) 551-3225
or
me at (202) 551-3499 if you have questions regarding comments on
the
financial statements and related matters.

							Sincerely,

							Kathleen Collins
							Accounting Branch Chief
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Mr. Cary D. Vandenberg
HPL Technologies, Inc.
October 13, 2005
Page 1

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