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September 19, 2005

Ms. Kathleen Collins
Accounting Branch Chief
United States Securities and Exchange Commission
Division of Corporate Finance
Room 4561
Washington, D.C. 20549

RE: HPL Technologies, Inc. File No. 000-32967

Dear Ms. Collins:

We have reviewed you letter dated August 31, 2005 and set forth below your
original inquiry and our response to each such inquiry:

Form 10-K for the Fiscal Year Ended March 31, 2005
--------------------------------------------------

Note 2.  Summary of Significant Accounting Policies
---------------------------------------------------

Reclassifications, page 54
--------------------------

   1.   We note your disclosures regarding the reclassification of
        investments in auction rate securities from cash equivalents to
        short-term investments for fiscal 2004. Tell us whether you held
        auction rate securities in fiscal 2003 and if so, the amounts you
        held and how you considered reclassifying those amounts to conform
        to your fiscal 2005 cash flow presentation.

        We held no auction rate securities in fiscal 2003.

   2.   Tell us how you considered the reclassification of auction rate
        securities when assessing your Item 307 disclosure controls and
        procedures and Item 308(c) changes in internal controls over
        financial reporting.

        Like many public companies, we viewed auction rate securities as
        cash equivalents in the past and have reclassified them to
        short-term investments to comply with SFAS 95. We do not view this
        reclassification as an error and hence we do not believe it has
        any impact on our Item 307 "disclosure controls and procedures"
        and Item 308(c) "changes in internal controls over financial
        reporting" disclosures.

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Note 4. Goodwill Impairment, page 57
------------------------------------

   3.   Disclosure on page 24 indicates that you assess goodwill for
        impairment on an annual basis. Describe more fully your
        process for assessing impairment of goodwill and how you
        evaluate events or circumstances that you result in testing
        goodwill for impairment between annual tests. Address the
        following in your response:

        a) The number of reporting units and amount of goodwill allocated
           to each reporting unit.

        b) How you considered the loss from operations/cash used in
           operations either by reporting unit or on an entity-wide basis
           in determining goodwill was not impaired at March 31, 2005 and
           June 30, 2005.

        c) How you considered the continuing decline in assets apart from
           goodwill, both in whole dollars and as a percentage of
           goodwill, in assessing goodwill impairment as of March 31,
           2005 and June 30, 2005.

        d) How you considered your market capitalization ($11.4 million
           as of September 30, 2004 per page 1 of your 10-K filing) in
           comparison to the $27.8m carrying value of your goodwill as of
           March 31, 2005 and June 30, 2005.

           We have only one reporting unit and hence allocate all of our
           goodwill to such reporting unit. We considered the loss from
           operations and the continuing decline in assets apart from
           goodwill in determining if goodwill was impaired at March 31,
           2005 and June 30, 2005 as triggering events and performed a
           test for impairment of goodwill in accordance with FAS 142,
           "Goodwill and Other Intangible Assets" by comparing the fair
           value of our reporting unit with its carrying value, including
           goodwill at the end of each quarter. At March 31, 2005 and
           June 30, 2005, in accordance with FAS 142, we estimated fair
           value of the reporting unit by preparing a discounted cash
           flow model for the company consistent with what we had done
           previously and compared this with a market approach analysis,
           looking at the multiples of our peers and applying these to
           our historical results. Both methodologies indicated that we
           did not have an impairment in goodwill at March 31, 2005 and
           June 30, 2005. This was further supported by non-binding term
           sheets we received from third parties to acquire the company,
           one in June 2005 and one in July 2005.

           We do not consider the market capitalization disclosed on page
           one of our Form 10-K as relevant because it relates only to
           the market capitalization of shares held by non-affiliates.
           The total market capitalization of the company as of September
           30, 2004 based on the trading price of $.57 per share was
           approximately $23.5 million which takes into account all of
           the shares

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           outstanding plus the number of shares we had
           disclosed we were going to issue to settle our Class Action
           and other litigation.

Form 10-Q for the Fiscal Quarter Ended June 30, 2005
----------------------------------------------------

Note 9.  Segment and Geographic Information, page 11
----------------------------------------------------

   4.      We note your disclosure indicating that for the three months ended
           June 30, 2005, 39% of your revenues were derived from sales to
           destinations in Korea. Tell us whether the sales were to
           destinations in North Korea, and if so, the amount of revenue
           derived from those transactions.

           All of the sales were to one customer in South Korea.

Item 4.  Controls and Procedures, page 29
-----------------------------------------

   5.      We note your disclosure that your "Chief Executive Officer and our
           Chief Financial Officer have concluded that, subject to the
           limitations noted above, our disclosure controls are effective to
           ensure that material information relating to HPL is made known to
           management, including our Chief Executive Officer and Chief Financial
           Officer, particularly during the period when our periodic reports are
           being prepared, and that our disclosure controls are effective to
           provide reasonable assurance that our financial statements are
           fairly presented in conformity with generally accepted accounting
           principals."  Based on your disclosure it appears that
           Chief Executive Officer and Chief Financial Officer's conclusions
           relating to the effectiveness of disclosure controls and procedures
           is limited to the financial statements included in your filing.
           Please clarify, if true, whether your officers concluded that your
           disclosure controls and procedures are effective to ensure that the
           information required to be disclosed by the Company in reports that
           it files under the Exchange Act is recorded, processed, summarized,
           and reported within the time periods specified in the rules and
           forms of the SEC and whether such information is accumulated and
           communicated to your management, including your chief executive
           office and chief financial officer, to allow timely decisions
           regarding the required disclosure.  We refer you to Exchange Act
           Rule 13a-15(e).  Tell us what consideration you gave to including
           this information in your disclosures under item 4.

           Our disclosure controls and procedures are effective to ensure
           that information required to be disclosed in our reports under the
           Exchange Act, is recorded, processed, summarized, and reported
           within the time periods specified. All such information is
           accumulated and reported to our management, including our chief
           executive officer and chief financial officer to allow timely
           decisions regarding the required disclosure. We will ensure that
           our report on Form 10-Q for the period ending September 30, 2005
           is very clear in this disclosure.
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   6.      We note your disclosure that "the Chief Executive Officer and the
           Chief Financial Officer note that, since the date of the controls
           evaluation to the date of this Quarterly Report on Form 10-Q, there
           have been no significant changes in disclosure controls or in other
           factors that could significantly affect our disclosure controls,
           including any corrective actions with regard to significant
           deficiencies and material weaknesses."   We also note that you have
           not disclosed whether there were any changes in internal control
           over financial reporting pursuant to Item 308 (c) of Regulation S-K.
           Tell us whether there were any changes in your internal control over
           financial reporting during the last fiscal quarter that has
           materially affected, or is reasonably likely to materially affect,
           the your internal control over financial reporting and how you
           considered disclosing this information in your June 30, 2005, 10-Q.

           We have had no changes in internal controls over financial
           reporting pursuant to Item 308 (c) of Regulation S-K. We will
           ensure that our report on Form 10-Q for the period ending
           September 30, 2005 is very clear in this disclosure.

                                     ******

Yours truly,

/s/Michael Scarpelli
--------------------
Michael P. Scarpelli
Chief Financial Officer and
Senior Vice President, Administration

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