SecProbe.io

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Mail Stop 3561

August 26, 2005

Colin M. Angle
iRobot Corporation
63 South Avenue
Burlington, Massachusetts 01803

      	Re:	iRobot Corporation
      		Registration Statement on Form S-1
      		File No. 333-126907
      		Filed July 27, 2005

Dear Mr. Angle:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a 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.  The page numbers cited in our comments refer to the
courtesy copies of the registration statement.

      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.

General

1. Please be advised that, prior to any distribution of
preliminary
prospectuses, you should include the price range, the size of the
offering, and all other required information in your amended
registration statement so that we may complete our review.  Refer
to
Items 501(b)(2) and 501(b)(3) of Regulation S-K, Rule 430A of
Regulation C, and Release No. 33-6714.

2. Please refer to page i.  Move the paragraph regarding the
company`s trademarks to another section of the prospectus.  Please
refer to Item 502 of Regulation S-K for the information that may
appear on the inside front cover page.

3. We reference the last paragraph on page i.  Please delete this
paragraph; defined terms for the company should be avoided.  Also,
if
you make your disclosure clear from its context, you do not need
to
define these terms.

4. Please provide us with any graphics, pictures, or artwork that
will be used in the prospectus.

Prospectus Summary, page 1

5. Please provide support for the claims regarding the expected
growth in military and government demand for "automated and
unmanned
systems" and your various assertions about your company such as
"iRobot is a leading global provider of robots...."  Provide us
with
copies of such support.  If no support exists, then please
rephrase
the claims as statements of your beliefs and disclose the bases of
these beliefs.
6. To provide a more balanced picture of your company`s business,
please briefly discuss the challenges that the company faces as
well
as the negative aspects of your historical financial results.  For
example, the summary should highlight the fact that the company
has
historically suffered net losses, incurred a significant deficit
since inception, and only recently generated net income.  Consider
also highlighting the fact that the majority of your revenues is
generated from a single line of products, i.e., the Roomba robots.

7. Please refer to the fifth bullet-pointed paragraph of the "Our
Strategy" section.  Please clarify the meaning of the phrase "an
ecosystem of third-parties."  Revise the similar disclosure in the
Business section accordingly.

8. Please clarify the meaning of the phrases "reinvestment in
[your]
brand" and "reinvesting aggressively in [your] business and [your]
people."  The revised disclosure should be written in clear and
concrete language, not marketing jargon.  Revise the similar
discussion in the Business section accordingly.

Risk Factors, page 5
9. Currently, many of your risk factor captions are unduly vague
or
generic, such as "If we fail to enhance our brand..." on page 13,
and
do not discuss adequately the risk that follows.  Other risk
factor
captions merely state a fact about you, such as "We depend on the
U.S. federal government for a significant portion of our revenues"
on
page 6.  These are only examples.  Revise throughout to identify
briefly in your captions the risks that result from the facts or
uncertainties.  Potential investors should be able to read the
risk
factor captions and come away with an understanding of what the
risk
is and the result of the risk as it specifically applies to you.
As
a general rule, your revised captions should work only in this
document.  If they are readily transferable to other companies`
documents, they are probably too generic.

10. Please describe the effects of the risks in a clearer and more
specific manner.  For example, avoid use of generic language such
as
"adversely effect."

We operate in an emerging market..., page 5
11. The current risk factor is overly generic.  Please revise to
discuss how the challenges identified in this section specifically
apply to the company and its business.

Our financial results often vary significantly..., page 5

12. Please describe the nature of the historical variations in
your
quarterly results.  For example, if your business has historically
generated most of its revenues during a particular quarter, please
discuss this pattern.  We note, for example, disclosure on page 11
that indicates most of your product sales occur during the second
half of the year.

Our contracts with the U.S. federal government..., page 7

13. The current risk factor appears to discuss different risks
relating to your contracts with the U.S. government.  Please
discuss
each risk under a separate risk factor subheading.

We depend on single source manufacturers..., page 8

14. It appears that your business is substantially dependent upon
your arrangements with the contract manufacturers.  Please file
all
material agreements with your contract manufacturers as exhibits
to
the registration statement.  See Item 601(b)(10) of Regulation S-
K.
If you believe the filing of the agreements is not required,
please
provide a supporting analysis in your response letter.  In the
appropriate section, please disclose the material terms of the
agreements, such as the termination and renewal provisions.

If the consumer robot market..., page 9

15. Please quantify the "substantial portion" of your revenues
derived from sales of consumer robots.  Provide similar quantified
disclosure with respect to the "substantial portion" of your
revenues
derived from sales of robots to government customers, as discussed
in
the risk factor "Our business and results of operations...." on
page
9.

Our business and results of operations..., page 9

16. Please refer to the third bullet-pointed factor on page 10.
Describe in a clearer manner the "changes in political or social
attitudes with respect to security and defense issues."
We are subject to extensive U.S. federal government regulation...,
page 14

17. Please provide a brief description of the requirements of the
Foreign Corrupt Practices Act.

We may be unable to protect..., page 15

18. We note from page 7 that your contracts with the U.S.
government
may allow it to release technical data to third parties without
any
constraints.  Please discuss in this risk factor the effect that
these contractual provisions may have on your ability to protect
your
technologies, products, and other intellectual property.

We may not be able to obtain capital..., page 16

19. The current disclosure is overly generic and could apply to
any
company.  Please revise to discuss with more specificity the
reasons
why you may need additional capital and why such capital may not
be
available to the company.  For example, relate your need for more
capital to any plans for new products, expansion, or other
anticipated funding requirements.  Consider discussing the
difficulties for a relatively new company in a developing market
to
raise additional capital.

International uncertainties..., page 17

20. Please quantify the portion of your revenues derived from
operations outside the U.S.  Identify the most significant foreign
markets where such operations are located.  Also ensure that you
include the financial information about geographic areas required
by
Item 101(d) of Regulation S-K later in the document.

If we are unable to continue to obtain U.S. federal government...,
page 18

21. Please describe in greater detail the circumstances that would
require the company to obtain a license before exporting products.
For example, identify the products that would require an export
license.  Also identify the "certain jurisdictions" for which any
shipments would require licenses or authorizations from the U.S.
government.

Use of Proceeds, page 23

22. Item 504 of Regulation S-K requires disclosure of the
principal
purposes for which the net proceeds from the offering are intended
to
be used and the approximate amount intended to be used for each
such
purpose.  Your current disclosure is overly vague.  Please revise
this section to provide more details regarding how the company
intends to use the offering`s proceeds.

Management`s Discussion and Analysis..., page 28

Overview, page 28

23. Please discuss the most significant business challenges that
management expects to encounter over the next year and beyond as
well
as the known trends, demands, or uncertainties that may affect the
company`s financial condition.  For example, uncertainties about
the
progress of and Congressional support for the Future Combat
Systems
program should be discussed.

24. Please refer to the "Revenue" section on page 28.  Please
explain
the bases of the following expectations:

a. "...increasing revenue from product maintenance and support
services;" and

b. "...revenue from funded research and development contracts
could
grow modestly on a dollar basis and represent a decreasing
percentage
of our revenue."

25. Your financial statements indicate you receive revenues from
royalties.  Please describe the nature of the source of these
royalty
revenues.  We note, for example, your disclosure on page 36
regarding
the discontinuation of sales of a "third-party product" and the
resulting decrease in royalty revenues.  Appropriate disclosure of
the source of the royalty revenues should also be included in the
Business section.

26. In your overview section, please provide, discuss, and analyze
financial information covering periods through July 2, 2005 for
all
categories. For example, in your revenue overview, please update
or
disclose the percentage of income provided by funded research and
development contracts to total revenues for the fiscal period
ended
July 2, 2005, which you state were 13 percent of total revenues in
2004.  Further, disclose and discuss the relative percentages
revenues provided by Roomba, Packbot and any other products to
total
product revenues, and in your cost of revenue discussion, disclose
the relative percentages of materials and labor costs to total
cost
of revenues.
27. To the extent practicable, provide quantified discussions of
any
expected increases in expenses mentioned throughout this section,
to
the extent known.  For example, indicate whether you expect
research
and development expenses to increase in future periods and if so,
quantify the anticipated amount of the increase and address how
you
intend to pay for this increase in expenses.  Similarly expand the
discussion of the various general and administrative expenses
mentioned on page 30.

Critical Accounting Policies and Estimates, page 30

28. We refer to your critical accounting estimate "Revenue
Recognition" on page 31.   Please revise to provide more analysis
on
those critical estimate and assumption factors that affect the
estimated allowance for product returns and the estimated costs
and
gross profits on contracts. For example, address such factors as:
how
you arrived at the estimates, how accurate the
estimates/assumptions
have been in the past, how much the estimates/assumptions have
changed in the past, and whether the estimates/assumptions are
reasonably likely to change in the future.  Provide context in the
form of sensitivity analysis and other quantitative disclosure to
allow the reader to understand how and why these policies are
critical to your future results of operations and financial
condition.  Your analysis should discuss how sensitive your
estimates
and assumptions are based on other outcomes that are reasonably
likely to occur.  Refer to section V of the Commission`s
Interpretive
Release on Management`s Discussion and Analysis of Financial
Condition and Results of Operation which is located on our website
at: http://www.sec.gov/rules/interp/33-8350.htm.  If the impact of
estimates and assumptions is material to the financial condition
or
operating performance, you are required to present an analysis of
the
uncertainties involved in applying a principle at a given time or
the
variability that is reasonably likely to result from its
application
over time.

Overview of Results of Operations, page 33

29. In your discussion of revenues on page 34, you attribute the
change to several factors, without quantifying or indicating the
relevant weight of each factor.  For example, you mention the
introduction of the second generation of Roomba robots, but you do
not quantify the volume and prices or indicate the relevant weight
of
each.  Therefore, if material, provide a discussion of the
components
of revenue growth (e.g. volume, price, acquisitions, etc.) by
major
product category (Roomba, Packbot) and contract category (SUGV,
NEOMover, etc.) for all periods presented.  Further, with respect
to
your explanations of gross profit, amend to:

* provide a separate discussion of cost of product revenue and
contract revenue;

* clearly disclose and quantify each material factor that
contributed
to the change in cost of revenues;

* provide insight into the underlying business drivers or
conditions
that contributed to these changes; and

* describe any known trends or uncertainties that have had or you
expect may reasonably have a material impact on your operations
and
if you believe that these trends are indicative of future
performance.

Please refer to Item 303 of Regulation S-K and the Commission`s
Interpretive Release on Management`s Discussion and Analysis of
Financial Condition and Results of Operation.

30. Please refer to the "Research and Development" section on page
35.  Please clarify the meaning of the phrase "increased headcount
in
[your] consumer products research and development function."
Quantify the "majority" of your independent research and
development
expenses related to the development of the Roomba product line.
Quantify the research and development expenses incurred during
this
period for the development of the Scooba product line.  Provide
similar disclosure for all presented periods, as applicable.

31. Please describe the factors contributing to the $2.5 million
increase in direct costs of the funded programs, as described in
the
last sentence.  Provide similar disclosure for all presented
periods,
as applicable.

32. Please refer to the "Revenue" section on pages 36-37.
Quantify
the number of new stores added to your retail distribution network
and, as noted above, provide quantified disclosure regarding the
effect that the addition of these new stores had on the revenues
and
other financial results.  Provide similar disclosure for all
presented periods, as applicable.  In the appropriate section, you
should indicate whether management expects comparable future
growth
in the number of new stores selling your products.

Liquidity and Capital Resources, page 39

33. We believe that your discussion of liquidity and capital
resources does not provide a clear picture of your ability to
generate cash and meet existing and known or reasonably likely
short-
and long-term cash require