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corresp

August 2, 2005

Jeffrey B. Werbitt

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Vialta, Inc.

    Schedule 13E-3/A, File No. 5-61971

    Filed on July 20, 2005

    Revised Preliminary Proxy on Schedule 14A, File No. 0-32809

    Filed on July 20, 2005

Dear Mr. Werbitt:

     Reference is made to the letter, dated July 28, 2005, from the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) concerning the Revised Schedule 14A (the
“Proxy Statement”) filed by Vialta, Inc. (the “Company”) on July 20, 2005. The Company has
authorized us to respond to the comments raised in the letter and we would like to discuss our
proposed responses with you before we file an amended proxy statement so that we may be sure we
have correctly addressed the Staff’s concerns. For ease of reference, we have included the Staff’s
numbered comments, together with the Company’s proposed responses.

Revised Schedule 14A

Special Factors, page 12

Background of the Merger, page 12

1. Refer to comment 7 in our letter dated June 22, 2005. Please provide the entire Needham
report(s) on a supplemental basis so that we may evaluate your argument that other sections of the
report(s) are not materially related to this transaction.

     The entire Needham reports(s) have been provided separately on a supplemental basis as
requested.

2. We refer you to prior comment 11. To more clearly explain how the special committee derived the
proposed per share price, please expand your discussion to disclose the initial and revised
liquidation value, the recent trading price of Vialta, the “then-

Jeffrey B. Werbitt

August 2, 2005

Page 2

current trading price of Vialta’s stock” and the amount that Vialta would receive in a “true
liquidation.”

     We propose expanding the discussion included in the first full paragraph on page 19 by
replacing the third, sixth and seventh sentences with the following:

     “In developing a proposed per share price, the special committee considered a number of
factors including both the initial and the revised liquidation value of Vialta, which was estimated
to be as high as $0.36 in the initial analysis and as high as $0.33 in the revised analysis...
The special committee also considered the recent price of Vialta’s stock, which had been trading in
the range of $0.22 to $0.26 during the month of February. They hoped to exceed the cash portion
of the prior offers, the then-current trading price of Vialta’s stock (which was $0.24 the day
before the meeting) and the amount stockholders would receive in a true liquidation. The special
committee considered the revised liquidation analysis to more closely reflect what might be
received by stockholders in a true liquidation, which resulted in a value as high as $0.33 per
share in the event of an extended liquidation.”

Opinion of the Financial Advisor to the Special Committee, page 29

3. We refer you to prior comment 14. Although we understand that the relevant attributes of the
comparable companies include financial parameters such as market capitalization, revenue and
profitability, the other cited attributes require additional explanation. For example, revise to
explain the terms “business mix,” “company size” and “customer base.” For example, in what respect
did the companies have a similar “business mix?” What criteria did the company use to determine
“company size” and “customer base?” Was customer base based on quantitative or qualitative
characteristics? Please revise.

     The language will be revised to explain the terms “business mix” and “customer focus” (which
we believe is a better descriptor than “customer base”). The term “company size” has been deleted
as this attribute did not result in any material change in the list of comparable companies
analyzed. As described in our proposed new language, the term “customer focus” refers to a
qualitative characteristic — whether targeted customers are principally retail consumers as opposed
to corporate or other large customers. We propose replacing the second sentence under the heading
"-Comparable Companies Analysis” with the following:

“Salem Partners considered the relevant attributes to be whether the company was in the same
industry group as Vialta (the technology or consumer electronics industry), had a similar business
mix (primarily or entirely focused on consumer electronics products rather than other products or
services), and had the same customer focus (catering primarily to retail customers rather than
corporations or other large enterprises). Salem Partners also considered financial parameters such
as market capitalization, revenue and profitability.”

Jeffrey B. Werbitt

August 2, 2005

Page 3

Closing

     We hope that this letter is responsive to your comments and look forward to working with the
Staff to resolve any open issues. If you have any questions or require further information, please
feel free to call me.

    Sincerely,

/s/ Quimby M. Pierce, Esq.

Quimby M. Pierce, Esq.

KAYE SCHOLER LLP