SecProbe.io

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Mail Stop 04-07								April 12,
2005

Via U.S. Mail and Fax (510-870-3019)

William M. Scharninghausen
Chief Financial Officer
Vialta, Inc.
48461 Fremont Boulevard
Fremont, California 94538
Re:	Vialta, Inc.
	Form 10-K for the year ended December 31, 2004
      Filed March 31, 2005

	File No. 0-32809

Dear Mr. Scharninghausen:

      We have reviewed the above referenced filings and have the
following comments.  We have limited our review to only your
financial statements and related disclosures and will make no
further
review of your documents.  As such, all persons who are
responsible
for the adequacy and accuracy of the disclosure are urged to be
certain that they have included all information required pursuant
to
the Securities Exchange Act of 1934.  Please address the following
comments in future filings.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a future
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 or may not
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 on 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 year ending December 31, 2004

Note 5 - Content Licenses, page 38

We refer to your disclosure with regard to the outstanding $5M of
a
$10M note that has been fully reserved due to uncertainties
regarding
its collection. In addition, we note your discussion on page 12
with
respect to the $10M license fee to Artisan Entertainment that
included a $5M note that matures in April 2005. In this regard, we
need the following clarification.

1. It appears from the context of your discussion on page 12 that
you
may have a note payable to Artisan Entertainment. Describe to us
the
nature of the transaction that gave rise to the note.

2. Tell us the conditions or factors that contributed to your
decision to fully reserve the note in 2002. In addition, tell us
why
you believe considering the fact that you have been able to
receive
interest payments that collectibility of the note is still
uncertain.

Note 6 - Inventories and Product Costs, page 39

With regard to your disclosure that prior to September 30, 2002
you
fully reserved for all of your inventory costs as a result of not
having experience selling `Beamer` and significant uncertainty
regarding your ability to recover the costs we have the following
comments.

3. In light of the nationwide launch of Beamer and subsequent
shipments of the product, tell us of your basis for concluding
that
the inventory needed to be fully reserved.

4. Tell us the reasons that factor in your decision to restore the
recovery of previously written off inventory.

5. Explain the reason behind the additional reserve taken in
December
31, 2003. Clarify if the reserve is for previously restored
inventory
write off or for the purchase of new inventory.

6. Since it appears that you do not manufacture your products as
disclosed on page 6, explain why you have a reserve allocated to
raw
material for $1.6M as of December 31, 2004.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested supplemental information.  Please file your response
letter
on EDGAR.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating 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 filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; 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 advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Al Rodriguez, Staff Accountant, at (202)
824-
5497 or Carlos Pacho, Senior Assistant Chief Accountant, at (202)
942-1876 if you have questions regarding comments on the financial
statements and related matters.  Please contact me at (202) 942-
1990
with any other questions.

							Sincerely,

							Larry Spirgel
							Assistant Director
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William M. Scharninghausen
Vialta, Inc.
April 12, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

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