SecProbe.io

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corresp

    Edward A. King

    Goodwin Procter LLP

    617.570.1346

    Counsellors at Law

    eking@goodwinprocter.com

    Exchange Place

    Boston, MA 02109

    T: 617.570.1000

    F: 617.523.1231

October 31, 2005

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549-3561

Attention: Michele M. Anderson

    Re:

    iRobot Corporation

Registration Statement on Form S-1

File No. 333-126907

Ladies and Gentlemen:

This letter is being furnished on behalf of iRobot Corporation (the “Company”) in response
to comments contained in the letter dated October 27, 2005 (the “Letter”) from Michele M.
Anderson of the Staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) to Colin M. Angle, Chief Executive Officer of the Company, with respect to
Amendments No. 3 and No. 4 to the Company’s Registration Statement on Form S-1 (File No.
333-126907) (as amended, the “Registration Statement”).

The responses and supplementary information set forth below have been organized in the same manner
in which the Commission’s comments contained in the Letter were organized and all page references
in the Company’s response are to Amendment No. 4 to the Registration Statement. A copy of this
letter is being sent via facsimile to Ted Yu of the Commission.

    1.

    We note that broker-dealers registered with the NASD will be allowed to participate in
iRobot’s directed share program. In your response letter, please provide us with your
analysis as to how their participation in the program complies with NASD Rule 2790, which
imposes certain restrictions on NASD members’ purchases in an initial public offering of
equity securities. Tell us whether the company received any form of approval or consent from
NASD regarding compliance with that rule.

RESPONSE: As described in the Company’s letter to the Commission dated September 12, 2005 (in
response to Comment 65 of the Commission’s initial comment letter), the Company

will choose the potential participants of the directed shares from its directors, officers,
employees, business associates and other related persons. All potential participants who wish to
express an indication of interest in the directed shares will be required to complete an “IPO
Certification” that includes a certification that the potential participant is not a restricted
person within the meaning of Rule 2790 (a “Restricted Person”) of the National Association
of Securities Dealers, Inc. (the “NASD”). The certification provides detailed information
regarding the definition of a Restricted Person and explicitly states that Restricted Persons
include broker dealers registered with the NASD. Morgan Stanley will use the information contained
in the IPO Certification as its basis for evaluating the application of NASD Rule 2790, and with
respect to any potential participant that is a Restricted Person (including any broker-dealer
registered with the NASD), will exclude such Restricted Person from participating in the directed
share program unless an exemption applicable to such Restricted Person is available pursuant to
NASD Rule 2790.

In particular, as disclosed in the Company’s letter to the Commission dated October 14, 2005,
certain of the Company’s directors and employees may be deemed to be affiliates of the NASD and as
a result Restricted Persons. These directors and employees are eligible to participate in the
directed share program in accordance with the exemption set forth NASD Rule 2790(d)(1), which
provides that the prohibitions on the purchases and sale of new issues shall not apply to
securities that are specifically directed by an issuer to a Restricted Persons if such Restricted
Person, or a member of his or her immediate family, is an employee or director of the issuer.

Please be advised that the NASD issued a no objections letter with respect to the offering
contemplated by the Registration Statement on October 21, 2005.

Management Discussion and Analysis, page 30

Comparison of Nine Months Ended October 1, 2005 to Nine Months Ended September 30, 2004, page
38.

    2.

    Refer to pages 39 and 44. Please disclose the circumstances that caused you to recognize
revenue for product shipments in the third quarter of 2005 that you expected to ship during
the fourth quarter. Also, disclose how much of a positive impact these early shipments had on
your third quarter revenues, and how much of an effect the early shipments may have on your
fourth quarter revenues.

RESPONSE: Pursuant to, and in furtherance of, our telephone conversations with Joseph Cascarano of
the Staff on October 28, 2005, the Company will revise, in its prospectus to be filed pursuant to
Rule 424(b) of the Securities Act of 1933, as amended (the “424(b) Prospectus”), the
sentence relating to the positive impact of the shipment of robots in the third quarter of 2005
that is currently set forth on pages 39 and 44 of the Registration Statement. The sentence on page
39 of the Registration Statement will be revised as follows in the 424(b) Prospectus:

“During the third quarter of 2005, our revenue from consumer products was positively
impacted by the shipment, at the end of the period, of robots that we expected to
ship in the beginning of the fourth quarter as a result of our customers’ delivery
schedules and the capacity of their common carriers.”

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The sentence on page 44 of the Registration Statement will be revised as follows in the 424(b)
Prospectus:

“Our revenue for the third quarter of 2005 was positively impacted by the shipment,
at the end of the period, of robots that we had expected to ship in the beginning of
the fourth quarter as a result of our customers’ delivery schedules and the capacity
of their common carriers.”

Liquidity and Capital Resources, page 45

    3.

    Your discussion of cash flows from operating, investing and financing activities appears to
be a mechanical recitation of your cash flow statement. Revise to provide not only a
“discussion,” but also an “analysis” of historical information as well as known trends,
demands, commitments, events or uncertainties that will result in your liquidity increasing or
decreasing in any material way. For example, in the discussion of your operating activities
for the first nine months of 2005, you do not explain why accounts receivable, inventories or
accounts payable increased. Given the significant changes in your cash flows in the past
several years, you should also revise your discussion to provide insight into the underlying
internal and external business factors driving such changes.

RESPONSE: The Company acknowledges the Staff’s comment and will revise the first paragraph under
the heading “Discussion of Cash Flows” on page 45 of the Registration Statement as set forth below
(for ease of reference, new language has been intentionally emphasized below). Pursuant to our
telephone conversations with Joseph Cascarano of the Staff on October 28, 2005, the revised
language will be included in the 424(b) Prospectus.

     “Net cash used by our operating activities in the first nine months of 2005 was
$6.8 million compared to net cash generated by operating activities of $8.9 million
in 2004 and net cash used by operating activities of $11.3 million in 2003 and $3.7
million in 2002. The cash used by our operating activities in the first nine months
of 2005 was primarily due to an increase in accounts receivable of $14.5 million, an
increase in inventory of $6.7 million and an increase in other current assets of
$1.2 million, offset by net income of $2.6 million, an increase in liabilities of
approximately $11.4 million, and depreciation and amortization of deferred
compensation of approximately $1.4 million and $400,000, respectively, both of which
are non-cash expenses. The increase in accounts receivable, inventory and
liabilities for the first nine months of 2005 are directly attributable to the 65.9%
growth in revenue from the comparable period in 2004 combined with the seasonality
in our consumer revenue. This seasonality leads to increased inventory and
shipments to retailers in advance of the holiday selling season, as well as the
resulting increases in accounts payable and accounts receivable, respectively. The
cash provided by our operating activities in 2004 was primarily due to net income of
approximately $200,000, an increase in total liabilities of $7.6 million, a decrease
in inventory of $3.8 million, a decrease in unbilled revenue of approximately
$400,000 and a decrease in other

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assets of approximately $400,000, which were partially offset by an increase in
accounts receivable of $5.1 million. In addition, in 2004, we had $1.3 million of
depreciation expense and approximately $300,000 of amortization of deferred
compensation, which are non-cash expenses. The cash used by our operating activities
in 2003 was primarily due to a net loss of $7.4 million, an increase in accounts
receivable and unbilled revenue of approximately $8.0 million, an increase in
inventory of $8.8 million and an increase in other assets of approximately $100,000,
which were partially offset by an increase in total liabilities of $12.3 million. In
addition, in 2003, we had approximately $700,000 of depreciation expense, which is a
non-cash expense. The increase in cash flows provided by operating activities in
2004 as compared to 2003 was due primarily to the 75.0% growth in revenue from 2003.
The cash used by our operating activities in 2002 was primarily due to a net loss
of $10.8 million, an increase in unbilled revenue of approximately $300,000, an
increase in inventory of $1.8 million and an increase in other assets of
approximately $400,000, which were partially offset by an increase in total
liabilities of $8.9 million. In addition, in 2002, we had approximately $500,000 of
depreciation expense, which is a non-cash expense.”

If you require additional information, please telephone either Mark T. Bettencourt at (617)
570-1091 or the undersigned at (617) 570-1346.

    Sincerely,

    /s/ Edward A. King

    Edward A. King

    cc:

    Glen D. Weinstein, Esq.

Mark T. Bettencourt, Esq.

Omar White, Esq.

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