SecProbe.io

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							November 2, 2004

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

Re:	PortalPlayer, Inc.
      Amendment Nos. 3 and 4 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. In addition, the draft language should be removed from
the
Report of Independent Registered Public Accounting Firm on page F-
2.
We note that your auditors will provide the consent after your
shareholders approve the 1 for 3 reverse stock split.

Executive Compensation - Pages 61 to 65
2. Disclose the option exercise price for the options granted to
Mr.
Sanquini referenced in footnote 2 to the Summary Compensation
Table.
Also disclose the amount paid to him pursuant to the consulting
agreement during 2003.
3. Disclose the bonus award and warrant grant discussed at the
bottom
of page F-19, including the warrant exercise price for the 133,000
shares.

Principal Stockholders - Pages 69 to 71
4. Disclose the exercise price for the warrant granted to Mr.
Johnson
referenced in footnote 7 to the Beneficial Ownership Table.  Also
reference the warrant in the Description of Capital Stock and
Recent
Sales of Unregistered Securities section of the registration
statement, and  expand your disclosure in the Dilution section to
include the further dilution to new investors assuming exercise
the
warrant.

*  *  *

      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
Adelaja
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
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Gary Johnson
PortalPlayer, Inc.
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