SecProbe.io

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							October 15, 2004

Gary Johnson
President and Chief Financial Officer
PortalPlayer, Inc.
3255 Scott Boulevard, Bldg. 1
Santa Clara, CA 95054

Re:	PortalPlayer, Inc.
Amendment No. 2 to Registration Statement on Form S-1
	File No. 333-117900

Dear Mr. Johnson:

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.

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 S-1

General
1. Please include an updated and signed consent from your independent
auditors with any amendment filed.

Consolidated Financial Statements
2. We reference your response to our prior comment numbers 3 and 7.
We note that the difference between the convertible preferred stock
on the balance sheets at June 30, 2004 of $85,001 and the amount
included in Note 8 of $83,152 is related to the increase in fair
value of the Series D convertible preferred stock for the six months
ended June 30, 2004.  Please revise your table on Note 8 to reflect
the increase in fair value of the stock.  Additionally, tell us how
you determined the allocation of the increase in fair value to stock
based compensation and deferred compensation.  Tell us how you
recorded previous adjustments to increase the fair value of the stock
prior to the six months ended June 30, 2004.
3. We reference your response to our prior comment number 8.  Provide
the estimated IPO price or range when available.  If the difference
between the IPO price and the price of the options granted in 2004 is
significant please provide us with details of the significant factors
contributing to the difference.  Please note that we defer our final
evaluation of stock compensation and other costs recognized until you
provide the offering price and we may have further comments in this
regard when the amendment containing that information is filed.

*  *  *

As appropriate, please amend your registration 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 cover letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may
have additional comments after reviewing your amendment and responses
to our comments.

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.

	Notwithstanding our comments, in the event the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and

?	the company may not assert this action 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 connection with our review of your
filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective
date of the registration statement as a confirmation of the fact that
those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to the proposed public offering
of the securities specified in the above registration statement.  We
will act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

We direct your attention to Rules 460 and 461 regarding requesting
acceleration of a registration statement.  Please allow adequate time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this request
at least two business days in advance of the requested effective
date.

You may contact Kristin Brooks at (202) 824-8972 or Brain Cascio at
(202) 942-1791 if you have questions regarding comments on the
financial statements and related matters. Please contact Ad,laja
Heyliger at (202) 824-5082 or me at (202) 942-1880 with any other
questions.

Sincerely,

							Peggy A. Fisher
Assistant Director

cc (via fax):	Davina K. Kaile, Esq., Pillsbury Winthrop LLP
650.233.4545
Gary Johnson
PortalPlayer, Inc.
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