SecProbe.io

October 27, 2006

Mail Stop 6010

Chun K. Hong
Chairman of the Board
475 Goddard
Irvine, CA 92618

Re: Netlist, Inc.
 Amendment No. 2 to Registra tion Statement on Form S-1
 Filed October 23, 2006
          File No. 333-136735

Dear Mr. Hong:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view 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.
Our three largest customers, page 8
1. Here, or in another appropriate section of your document, please briefly highlight
the reason for the decline in revenue from Lenovo.

Products, page 50
2. We note your references on page 36 to th e contributions of your product groups.
Please provide the three-year revenu e history by product class required by
Regulation S-K Item 101(c)(1)(i).

Employment Agreements, page 62
3. We note your response to prior comment 8.  Please disclose all material terms of
the agreement.  For example, we note the 45% fee mentioned in exhibit 10.9.

Netlist, Inc.
October 27, 2006
Page 2

Principal and Selling Shareholders, page 71
4. With a view toward disclosure, please tell  us the reasons for the material changes
in this table.

Underwriting, page 82
5. Please expand your response to prior comme nt 11 to clarify how a “commitment”
can be “non-binding.”  Also clarify how the arrangement is consistent with Section 5(a) of the Securities Act.  Cite any authority on which you rely.

Exhibits
6. We note your reference to “currently out standing” notes in response to prior
comment 10.   Please note that you should al so file contracts that were entered
into not more than two years before  the filing.  See Regulation S-K Item
601(b)(10)(i).
As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional
comments after reviewing your amendmen t and responses to our comments.

You may contact Praveen Kartholy at ( 202) 551-3778 or Gary Todd at (202) 551-
3605 if you have questions regarding comments on the financial statements and related
matters.  Please contact Tom Jones at (202)  551-3602 or me at ( 202) 551-3617 with any
other questions.

Sincerely,

Russell Mancuso
Branch Chief

cc (via fax): James W. Loss, Esq.