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  FOLEY &
  LARDNER LLP

  ATTORNEYS
  AT LAW

  100 NORTH TAMPA STREET,
  SUITE 2700

  TAMPA, FL  33602-5810

  P.O. BOX 3391

  TAMPA, FL  33601-3391

  813.229.2300 TEL

  813.221.4210 FAX

  www.foley.com

  WRITER’S DIRECT LINE

  813.225.4122

  ccreely@foley.com
  Email

  037203-0102

December 16, 2005

  Mr. Jeffrey
  Gordon, Staff Accountant Securities and Exchange Commission

  Division of Corporate Finance

  100 F. Street N.E.

  Washington, D.C.  20549

Re:                               Liquidmetal
Technologies, Inc.

Form 8-K filed on November 30, 2005

File Number 001-31332

Dear Mr. Gordon:

We are
engaged as securities counsel to Liquidmetal Techologies, Inc., a Delaware
corporation (the “Company”).  This
letter is being written on behalf of the Company in response to your December 2,
2005 letter to John Kang, the Chief Executive Officer of the Company, regarding
the Form 8-K filed by the Company on November 30, 2005 (the “Form 8-K”).  Please be advised that the Company is in
receipt of your letter, and has set forth below its responses to the comments
set forth in such letter.  For your
convenience, the full text of each of your comments is set forth below, and the
Company’s response to each comment directly follows the applicable text.

1.                                      We note that
while your current auditor has notified you that they will cease to act as your
accountants, they are still currently reviewing your interim unaudited
financial statements as of and for the three and nine month periods ended September 30,
2005.  Please amend the report when the
relationship between you and your accountants is effectively completed.  File the amendment under cover of Form 8-K/A
and include the Item 4 designation.  In
addition, please include a letter from the former accountants addressing the
revised disclosures in the amendment.
File this letter as Exhibit 16.

RESPONSE:                                In
response to this comment, on December 7, 2005, the Company filed an amendment
to the Form 8-K (together with a letter from the former accountants
addressing the revised disclosures in the amendment) which, among other things,
disclosed that the relationship between the Company and Stonefield Josephson, Inc.
(“Stonefield”) was effectively completed as of December 1, 2005.

2.                                      Please amend your
Form 8-K to state whether the former accountant resigned, declined to
stand for re-election or was dismissed, and the specific date, as required by
Item 304(a)(1)(i) of Regulation S-K.
The disclosure should also indicate whether the board of directors
recommended or approved the decision to change accountants.

RESPONSE:                                Please
be advised that, in the above-referenced amendment filed on December 7,
2005 to the Company’s Form 8-K, the Company included language that more
explicitly responds to the disclosure requirements of Item 304(a)(1)(i) of
Regulation S-K.  The amendment
specifically states, among other things, that Stonefield resigned as the
Company’s auditor and that notice of such resignation came in the form of a
telephone call on November 23, 2005 from a representative of Stonefield to
the chairman of the Company’s Audit Committee.

3.                                      In detail,
supplementally describe the nature of each reportable event, as applicable, and
the amounts involved, if any.  Also, tell
us in what period the reportable event occurred and whether or not you restated
(or intend to restate) any prior period for any adjustment resulting from the
reportable event; and if not, why not.
Tell us in detail the steps you have taken (or plan to take) and
procedures you implemented (or plan to implement) to correct each reportable
event.

RESPONSE:                                In
response to this comment, the Company is supplementally providing the following
information regarding the nature, timing, and Company response to each
reportable event identified in the Form 8-K.  Each of the reportable events disclosed in
the Form 8-K is identified in quotes below, with the applicable supplemental
information immediately following each quoted phrase.  Please be advised that the Company has not
restated, and does not intend to restate, the Company’s prior financial
statements as a result of any of the reportable events described in the Form 8-K.  The Company, in conjunction with Stonefield,
has determined that the reportable events identified in the Form 8-K are
limited to material weaknesses in internal controls over financial reporting
and do not warrant any adjustments that would require a restatement of prior
period financial statements.

a)              “Lack of adequate
segregation of duties in the Company’s South Korean operations in accounts receivable, involving cash receipts, shipping,
delivery of products, and customer invoice reconciliations;”

Supplemental
Information:  The Company has determined that this
reportable event occurred around October 2005, which is when Stonefield
advised the Company of this material weakness in internal controls over
financial reporting.  The Company
advises the Staff of the Division of Corporate Finance (the “Staff”) that
this material weakness, which applies to the Company’s South Korean operations
(the “Korean Operations”), is a result of the fact that the prior processes
at the Korean Operations were designed to meet certain Korean business
practices whereby invoices are created once a month, the invoices are confirmed
by the customer prior to being sent to and received by the customer, and payments
of invoices are done only through wire transfers.  As part of these Korean business practices,
unlike in the U.S., “tax invoices” are generated by sellers of goods and are
issued to customers as formal documents required by the Korean government to
immediately document and report sales for income tax purposes.

2

Previously, these
processes were handled by the accounting and sales departments in the Korean
Operations, and to mitigate the risk of fraud or error, the Company relied on the
fact that all invoices were confirmed with the customer prior to recognizing
revenue, all cash receipts were received via wire transfer, and revenue
accounts were reconciled by accounting on a monthly basis. Nevertheless,
Stonefield has informed the Company that these processes lacked certain formal
documentation and segregation of duties.
To remediate these weaknesses, the Company advises the Staff that the
Company implemented the following changes in its Korean Operations beginning on
November 14, 2005:

•                  Segregation of Duties: The tax
invoices are now being created by a sales accountant, an individual who has
dual duties in both Accounting and Sales in the Korean Operations, whereas previously,
tax invoices were created by the Assistant Sales Manager responsible for
delivery of the products to the customer.
This segregation of the tax invoicing function from product deliveries is
an additional control procedure to mitigate the risk of fraud or error.

•                  Sequential Documents:  The Company has created an internal,
sequential invoice system tracked directly by the Company’s SAP system which
summarizes the tax invoice created by the accounting department, delivery
requisitions created by the production department, and the sales transaction
report created by the sales department.
This three–way matching system is an additional control to ensure that revenues
are properly documented and reconciled at the end of each month.

•                  Additional Resources:  In November 2005, the Company began devoting
additional internal resources to the Korean accounting department to segregate
duties further.  This included having (1) the
sales accountant create all tax invoices as mentioned under “Segregation of Duties”
above, (2) the Assistant Sales Manager reconcile the delivery requisitions
maintained in the Production Department, and (3) the Accounting Department
control vendor creation in the purchasing module of our SAP reporting system.  In addition, the Company is currently conducting
a search for an accountant for the Korean operations to further augment control
procedures.

3

b)             “Lack of adequate
segregation of duties in the Company’s Coatings Division in Texas in order
processing and invoicing;”

Supplemental Information:  The
Company has determined that this reportable event occurred around September 2005,
which is when Stonefield advised the Company of this material weakness in
internal controls over financial reporting.
The Company’s coatings business in Texas (the “Coatings Business”)
is managed by two individuals,  the Vice President of Coatings and the General
Accountant.  The accountant handles all
of the “front end” processes, including purchase orders, sales orders, order
fulfillment, and invoicing.  To mitigate
the risk of fraud or error, the Company previously relied on the fact that the “back
end” processes for all orders (such as cash receipts, vendor management,
customer management, collections, and review of the results of operations) are
all handled by the Company’s corporate office.
In addition, the Company also relied on the fact that all sales orders,
inventory management, and order fulfillment are handled through the Company’s
SAP system, which provides real-time monitoring and review.

Despite
these measures, Stonefield concluded that the lack of segregation of duties in
the Coatings Business constituted a material weakness in the Company’s internal
controls over financial reporting.  As a
result, in September 2005, the Company instituted additional internal control
procedures in its Coatings Business, including the following: (1) requiring
that all orders be supported by a written purchase order containing the customer’s
letterhead and address, the part number and description, and the signature of the
purchaser with terms and conditions, (2) requiring that all 3rd
party vendor “drop shipments” be supported by shipping documents faxed or
mailed to the Company by the vendor, (3) periodically performing on-site
audits of the accounting procedures at the Coating Business by the Company’s
central corporate accounting group, the first of which will be performed in December 2005
and (4) hiring an additional Accounting Manager (who is to start on December 27,
2005) in the Corporate Accounting Group to further monitor the Coatings Business
and other accounting functions.

c)              “Lack of adequate controls
and documentation in the Company’s South Korean operations to evidence proper
customer invoicing and revenue recognition in the proper period;”

Supplemental Information:  See
response to paragraph (a) above.

d)             “Lack of progress in
documenting, assessing and evaluating our internal controls in our South Korean
Operations evidenced by aforementioned deficiencies of which remediations will
need to be completed as of December 31, 2005;”

4

Supplemental Information:  Stonefield
has advised the Company of Stonefield’s belief that the Company has not made
sufficient progress on a timely basis in documenting, assessing, and evaluating
internal controls at the Korean Operations to enable the Company to comply with
Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX 404”) as of December 31,
2005.  The Company advises the Staff that
the Company’s overall assessment of its internal controls, including
documentation, walkthroughs, and testwork, commenced in February of
2005.  The Company further advises the
Staff that the Company’s assessment of its controls in its U.S. operations has
been substantially completed, although due to limited financial resources, the Company
was unable to begin its assessment of its Korean Operations until shortly after
mid-2005.  The Company identified and
retained a bi-lingual consultant on a full time basis to work in the Company’s
Korea plant since August of 2005 to help with the SOX 404 compliance
effort.  In addition, the Company hired
an additional consultant familiar with SOX 404 implementation for Korean
companies from PwC Korea in November 2005 to expedite the implementation
process.  Nevertheless, Stonefield
informed the Company that progress at the Korean Operations on the SOX 404
process has not been sufficient to enable the completion of the process in time
for compliance.  Although the disclosure in
this paragraph may not be characterized as a material weakness in internal
controls per se (but instead constitutes an
update on the Company’s efforts regarding SOX 404 compliance), the Company has
disclosed this information based on Stonefield’s recommendation.

e)              “Lack of sufficient
controls over internal access to the Company’s SAP system of reporting by
unauthorized users; and”

Supplemental Information:  The
Company has determined that this reportable event occurred around September 2005,
which is when Stonefield advised the Company of this material weakness in
internal controls over financial reporting.
SAP is the Company’s global enterprise resource planning (ERP) software that
handles the Company’s financial reporting on a real-time basis.  Historically, access to SAP was controlled on
an ad hoc basis by the Controller and the
Vice President of Operations of the Company, and formal IT procedures for SAP
administration were lacking.  The Company
informs the Staff that, during September 2005, the Company hired an
independent IT consultant specializing in SOX implementations specifically for
the Company’s global IT cycle.  The
Company further advises the Staff that the Company is currently in the final
phases of implementing its IT system controls, including improving the Company’s
internal access controls to its SAP system.

f)                “The manual performance of
numerous procedures that could be automated using current reporting systems.”

5

Supplemental Information:  The
Company has determined that this reportable event occurred around September 2005,
which is when Stonefield advised the Company of this material weakness in
internal controls over financial reporting.
Current manual procedures include (1) creating excel spreadsheet
invoices to bill customers; (2) performing manual currency translations (“FX
translation”) for financial reporting in U.S. dollars; and (3) using a
manual purchase requisition system.
While these procedures may be automated through modules in the SAP
system, due to the significant financial investment necessary to automate these
procedures in SAP, the Company is not able to automate these procedures at this
time.  However, beginning in August 2005,
the Company implemented control procedures to mitigate risks associated with
manual procedures including (1) requiring additional authorizations for all
purchases, journal entries, and requisitions and (2) creating checklists
for month end, customer/vendor creation, human resource filing, and revenue
support to ensure propriety and completeness of the Company’s accounting records.

4.                                      Please provide us
with a schedule of your fiscal year end fourth quarter adjustments to
close the books, or adjustments recorded in connection with or as a result of
the audit.  Clearly explain the reason
for each adjustment.  For each
adjustment, show us the impact on pre-tax net loss. Quantify the net effect of
all adjustments on pre-tax net income(loss).
Also, tell us why none of the adjustments relate to prior period.  Explain in detail why you believe the timing
of each adjustment is appropriate.

RESPONSE:                                As
discussed with you telephonically last week, this comment is not applicable to
the Company, and, accordingly, the Company is not able to provide this
information.

5.                                      Provide us with
any letter or written communication to and from the former accountants