SecProbe.io

Mail Stop 3651

November 17, 2005
 Via U.S. Mail and Facsimile

 Thomas J. Kalinske Chief Executive Officer LeapFrog Enterprises, Inc. 6401 Hollis Street, Suite 150 Emeryville, California 94608-1071
RE: LeapFrog Enterprises, Inc.
   Form 10-K for the Fiscal Year Ended December 31, 2004    From 10-Q for the quarterly period ended March 31, 2005    From 10-Q for the quarterly period ended June 30, 2005
File No. 001-31396

Dear Mr. Kalinske:

We have reviewed your filing and have the following comments.  We have
limited our review to only financial statements  and related disclosures and do not intend
to expand our review to othe r portions of your document.  Where indicated, we think you
should revise your document in response to  these comments a nd comply with the
remaining comments in all future filings.  If you disagree, we will consider your explanation as to why our comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explanat ion.  In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.
  Please understand that the purpose of our re view 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.

Thomas J. Kalinske
LeapFrog Enterprises, Inc. November 17, 2005 Page 2

Form 10-K for the Fiscal Year Ended December 31, 2004

 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Seasonality and Quarterly Resu lts of Operations, page 38
Note 24. Quarterly Financials – Unaudited, page F-30

1. Please revise your disclosure to describe  or cross-reference the effects of any
unusual or infrequently occurring items recognized in any of the quarters that
have materially affected the comparabil ity of the information presented.   For
example, we note that you have incurr ed a significantly greater loss from
operations and net loss in the first quarte r of fiscal year 2004 versus the first
quarter fiscal year 2003 rela tive to the amount of reve nues recognized.  See Item
302(a) (3) of Regulation S-K.
 Financial Statements

Consolidated Balance Sheet, page F-3
Consolidated Statements of Cash Flows, page F-6
Note 2. Summary of Significant Accounting Po licies, Cash and Cash Equivalents, page
F-9
Note 4. Investments, page F-13

2. We compared the consolidated balance sh eet and consolidated statement of cash
flows for the fiscal year ended Decem ber 31, 2003 presented in your Form 10-K
for the fiscal year ended December  31, 2004 (2004 Form 10-K) and Form 10-K
for the fiscal year ended December 31, 2003 (2003 Form 10-K) and noted the
following changes:

Consolidated Balance Sheet at December 31, 2003

• The balance for cash and cash equivalent s for the same fiscal year ended
December 31, 2003 presented in your 2003 Form 10-K and 2004 Form 10-K was $69.8 million and $45.3 million, respectively, representing a change (i.e., decrease) of $24.5 million.
• The balance for short-term investment s for the same fiscal year ended
December 31, 2003 presented in your 2003 Form 10-K and 2004 Form 10-
K was $42.8 million and $67.3 million, respectively, representing a change (i.e., increase) of $24.5 million.

Consolidated Statement of Cash Flows for the Year Ended December 31, 2003

• Net cash used in investing activitie s for the same fiscal year ended
December 31, 2003 presented in your 2003 Form 10-K and 2004 Form 10-
K was ($17.6) million and ($76.2) million, respectively.

Thomas J. Kalinske
LeapFrog Enterprises, Inc. November 17, 2005 Page 3

• Purchases of short-term investments for the same fiscal year ended
December 31, 2003 presented in your 2003 Form 10-K and 2004 Form 10-
K was ($76.1) million and ($171.1) million, respectively.
• Sales of short-term investments for the same fiscal year ended December
31, 2003 presented in your 2003 Form 10-K and 2004 Form 10-K was $35.7 million and $113.5 million, respectively.

In addition, we note that your definition of  cash and cash equivalents in Note 2 to
the financial statements presented in your 2003 Form 10-K for the fiscal year
ended December 31, 2003 included “highl y liquid short-term fixed income
municipal securities with an  original maturity of 90 days or less” whereas your
definition of cash and cash equivalents in  Note 2 to the financial statements
presented in your 2004 Form 10-K does not  include similar language.  Based on
the foregoing and your disclosure in No te 4, it appears that  your financial
statements for the year ended December 31, 2003 as presented in your 2003 Form
10-K erroneously reflected $24.5 million of shor t-term securities (i.e., auction rate
municipal securities) in cash and cash equi valents. Considering the significance of
this amount, we note that you make no menti on of this signifi cant change in your
financial statements.  Although auction rate securities are considered highly liquid
because of the auction process, these securi ties do not meet the definition of cash
equivalents set forth in paragraphs 8 a nd 9 of SFAS No. 95 since they have long-
term maturity dates and there is no guaran tee the holder will be able to liquidate
its holdings.  In this regard, please revise the notes to your financial statements in
accordance with paragraph 37 of APBO No. 20 to accurately disclose the nature
and extent of the error that was made in  the financial statements included in your
previously issued 2003 Form 10-K.  Furt hermore, your auditors should consider
revising their independent audit report to recognize the e rror correction through
the addition of an explan atory paragraph pursuant to  paragraph 12 of SAS AU
Section 420.   Finally, where applicable, please revise your 2005 Form 10-Qs to
adequately address the above comment.

3. We note from your balance sheet that s hort-term investments have decreased
significantly in comparison to the Decem ber 31, 2003 comparable balance. Given
the decreasing significance of your short- term investments, please revise your
footnote disclosure to include the info rmation required by paragraph 21 of SFAS
No. 115.
  Form 10-Q for the Quarterly Period Ended June 30, 2005

 Note 15. Legal Proceedings

Stockholder Class Actions, page 10

4. We note from your disclosure that there ar e several shareholder class actions filed
against you and certain current and former officers and directors (i.e. the “March

Thomas J. Kalinske
LeapFrog Enterprises, Inc. November 17, 2005 Page 4

31, 2005 order,” the “Parnassus complaint,” a nd the “Gentry Complaint”).  To the
extent that you are exposed to material losses in excess of the amounts for which
accruals have been established, please revise the notes to your financial statements to include a discussion of th e pending matters, the potential range of
loss to which you are exposed in connec tion with these matters, and the amounts
of any accruals that have been established.  Refer to the guidance outlined in paragraphs 9 and 10 of SFAS No. 5.  If you are unable to provide an estimate of
the possible loss or range of loss, please revise your di sclosure to explain why and
state that an estimate cannot be made as required by paragraph 10 of SFAS No.5.

 As appropriate, please amend your filing and respond to these comments within
20 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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
filing;
‚ staff comments or changes to disclosure  in response to staff comments 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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Thomas J. Kalinske
LeapFrog Enterprises, Inc. November 17, 2005 Page 5

 You may contact Jeff Jaramillo at (202 ) 551-3212 or Katherine Mathis, at (202)
551-3383 if you have questions regarding comm ents on the financial statements and
related matters.  Please contact Max We bb, Assistant Director, at (202) 551-3755 with
any other questions.

         S i n c e r e l y ,           L i n d a  C v r k e l         B r a n c h  C h i e f      Via facsimile: William B. Chia sson, Chief Financial Officer
 (510) 420-5004