SecProbe.io

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 NETLIST, INC.

 111 ACADEMY, SUITE 100

 IRVINE, CA 92617

 May 16, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Ms. Baldwin

 Re:
 Netlist, Inc.

 Registration Statement on Form S-3

 File No. 333 -287238
 (the "Registration Statement")

 Acceleration Request

 Ladies and Gentlemen:

 In accordance with Rule 461 of Regulation
C promulgated under the Securities Act of 1933, as amended, Netlist, Inc. (the "Registrant") hereby respectfully requests
that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement to Tuesday, May 20,
2025, at 4:05 p.m., Eastern Time, or as soon as thereafter practicable.

 The cooperation of the staff in meeting the timetable
described above is very much appreciated.

 Please contact Melanie Ruthrauff Levy or Nadia
Do Canto of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, at (858) 314-1873 or (617) 210-6878,
respectively, with any questions regarding this request.

 Very truly yours,

 NETLIST, INC.

 /s/ Gail M. Sasaki

 Gail M. Sasaki, Chief Financial Officer

 cc:
 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

 Scott Stanton, Esq.

 Melanie Ruthrauff Levy, Esq.

 Nadia Do Canto, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 15, 2025

Gail Sasaki
Chief Financial Officer
NETLIST INC
111 Academy
Suite 100
Irvine, CA 92617

 Re: NETLIST INC
 Registration Statement on Form S-3
 Filed May 13, 2025
 File No. 333-287238
Dear Gail Sasaki:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Kristin Baldwin at 202-551-7172 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

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NETLIST, INC.

111 Academy, Suite 100

Irvine, California 92617

VIA EDGAR

August 13, 2024

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Eranga Dias

Erin Purnell

Re: Netlist, Inc.

Acceleration Request for Registration Statement on Form S-3

Filed July 24, 2024

File No. 333-280985

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
Netlist, Inc. hereby respectfully requests that the effective date and time of the above-referenced registration statement be accelerated
to August 14, 2024, at 4:05 p.m., Eastern Time, or as soon thereafter as practicable.

Once the above-referenced registration statement has been declared
effective, please orally confirm that event with our counsel, Melanie R. Levy or Jessica Zhang of Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C., at (858) 314 -1873 or (415) 432-6119.

Thank you for your assistance in this matter.

    Sincerely,

    NETLIST, INC.

    /s/ Gail M. Sasaki

    Gail M. Sasaki

    Chief Financial Officer

cc:

Chun K. Hong, Chief Executive Officer

Scott Stanton, Esq., Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C.

Melanie R. Levy, Esq., Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C.

Jessica Zhang, Esq., Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C.

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    3580 Camel Mountain
                           Road

    Suite 300

    San Diego, CA 92130

    858 314 1500

    mintz.com

August 7, 2024

VIA EDGAR

Division of Corporation Finance

Office of Manufacturing

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3628

  Attn:
  Eranga Dias

  Erin Purnell

  Re:
  Netlist, Inc.

  Registration Statement on Form S-3

  Filed July 24, 2024

  File No. 333-280985

Dear Mr. Dias
and Ms. Purnell:

On
behalf of Netlist, Inc. (the “Company”), we are submitting this letter in response to the written comments of
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated July 31,
2024, with respect to the Company’s Registration Statement on Form S-3 filed with the Commission on July 24, 2024 (the
 “S-3”) (File No. 333-280985).

The Company understands that your review and
comments are intended to assist them in compliance with applicable disclosure requirements and to enhance the overall quality of the
disclosure in their filings. The Company shares these objectives and is responding to your comments with these goals in mind. Set forth
below are the heading and text of each comment, followed by the Company’s response.

Registration Statement on Form S-3
filed with the Commission on July 24, 2024

General

 1. Please revise your prospectus to
                                            identify Lincoln Park as a selling stockholder and include disclosure required under Item
                                            507 of Regulation S-K.

August 7, 2024

Page 2

Response:

The Company respectfully acknowledges the Staff’s
comment. On August 7, 2024, the Company filed a Pre-Effective Amendment No. 1 to the S-3, which removed the prospectus supplement
related to the offer and sale of shares of the Company’s common stock that the Company may issue and sell to Lincoln Park Capital
Fund, LLC (“Lincoln Park”) from time to time under a purchase agreement that the Company entered into with Lincoln
Park on September 28, 2021 (the “Purchase Agreement”). At this time, the Company does not presently intend to
use the Purchase Agreement for the remainder of its term.

* * *

We
hope that the foregoing has been responsive to the Staff’s comments. If you have any additional questions or comments related to
this letter, please feel free to contact me directly at MRLevy@mintz.com or 858-314-1873.

  Very truly yours,

  /s/ Melanie Ruthrauff Levy

  Melanie Ruthrauff Levy

  cc:
  Scott Stanton, Mintz. Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

  Gail Sasaki, Netlist, Inc.

July 31, 2024
Chun Hong
Chief Executive Officer
NETLIST INC
111 Academy, Suite 100
Irvine, CA 92617
Re:NETLIST INC
Registration Statement on Form S-3
Filed July 24, 2024
File No. 333-280985
Dear Chun Hong:
            We have conducted a limited review of your registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3 filed July 24, 2024
General
1.Please revise your prospectus to identify Lincoln Park as a selling shareholder and include
disclosure required under Item 507 of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

July 31, 2024
Page 2
            Please contact Eranga Dias at 202-551-8107 or Erin Purnell at 202-551-3454 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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NETLIST, INC.

175 Technology Drive, Suite 150

Irvine, California 92618

November 27, 2018

Via EDGAR

U.S. Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C. 20549

Attention: Eric Atallah

Re:

Netlist, Inc.

Registration   Statement on Form S-3

Filed   on November 13, 2018

File   No. 333- 228348

Acceleration   Request

Ladies and Gentleman:

Pursuant to Rule 461 of the Rules and Regulations promulgated under the Securities Act of 1933, as amended, Netlist, Inc. (the “Company”) hereby requests that the effectiveness of the above-captioned Registration Statement on Form S-3 (the “Registration Statement”) be accelerated to Wednesday, November 28, 2018, at 4:00 p.m. EST, or as soon as thereafter practicable.

The cooperation of the staff in meeting the timetable described above is very much appreciated.

Please call Scott Stanton or Jacqulyn Lewis of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, at (858) 314-1500, with any comments or questions regarding the Registration Statement.

Very truly yours,

Netlist, Inc.

/s/ Gail M. Sasaki

Gail M. Sasaki

Chief Financial Officer

cc:

Netlist, Inc.

Chun K. Hong, Chief   Executive Officer

Mintz, Levin, Cohn, Ferris,   Glovsky and Popeo, P.C.

Scott Stanton, Esq.

Jacqulyn Lewis, Esq.

November 20, 2018
Gail Sasaki
Vice President, Chief Financial Officer and Secretary
Netlist, Inc.
175 Technology Drive, Suite 150
Irvine, California 92618
Re:Netlist, Inc.
Registration Statement on Form S-3
Filed November 13, 2018
File No. 333-228348
Dear Ms. Sasaki:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eric Atallah at (202) 551-3663 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Scott Stanton

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VIA EDGAR

August 30, 2016

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn:  Amanda Ravitz and Tom Jones

Re:                             Netlist, Inc.

Registration Statement on Form S-3, as amended

File No. 333-199446

Request for Acceleration of Effectiveness

Dear Ms. Ravitz and Mr. Jones:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, Netlist, Inc., a Delaware corporation (the “Company”), hereby requests that the Securities and Exchange Commission (“Commission”) take appropriate action to cause the above-referenced Registration Statement to become effective at 1:00 PM Eastern Time on September 2, 2016, or as soon thereafter as possible.

The Company hereby acknowledges that:

·                  Should the Commission or the staff of the Commission (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 Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact Scott M. Stanton of Morrison & Foerster LLP at (858) 720-5141 should you have any questions or require additional information regarding this request.

Very truly yours,

NETLIST, INC.

/s/ Gail. M. Sasaki

Name:

Gail M. Sasaki

Title:

Vice-President and Chief   Financial Officer

cc:  Scott M. Stanton, Esq., Morrison & Foerster LLP

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VIA EDGAR AND EMAIL

March 24, 2015

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn:  Amanda Ravitz and Tom Jones

Re:                             Netlist, Inc.

Registration Statement on Form S-3

File No. 333-199446

Request for Acceleration

Dear Ms. Ravitz and Mr. Jones:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, Netlist, Inc., a Delaware corporation (the “Company”), hereby requests that the Securities and Exchange Commission (“Commission”) take appropriate action to cause the above-referenced Registration Statement to become effective at 3:00 PM Eastern Time on March 26, 2015, or as soon thereafter as possible.

The Company hereby acknowledges that:

·                  Should the Commission or the staff of the Commission (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 Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact Scott Stanton of Morrison & Foerster LLP at (858) 720-5141 should you have any questions or require additional information regarding this request.

Very truly yours,

NETLIST, INC.

/s/   Gail M. Sasaki

Name:  Gail   M. Sasaki

Title:    Vice-President   and Chief Financial Officer

cc:   Morrison & Foerster LLP

October 27, 2014

Via E -mail
Gail M. Sasaki
Vice President and Chief Financial Officer
Netlist, Inc.
175 Technology Drive, Suite 150
Irvine, California 926 18

Re: Netlist, Inc.
Registration Statement on Form S-3
Filed October 17, 2014
 File No.  333-199446

Dear Ms. Sasaki :

This is to advise you that we have not reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   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.

In the event you request acceleration of the effective date of the pending regist ration
statement please provide  a written statement from the company 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 staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Gail M. Sasaki
Netlist, Inc.
October 27, 2014
Page 2

 Please refer to Rules 460 and 46 1 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities un der
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

You may contact Tom Jones at (202) 551 -3602 with any questions.

Sincerely,

 /s/ Tom Jones for

 Amanda  Ravitz
Assistant Director

cc (via e -mail): Scott M. Stanton, Esq.

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NETLIST, INC.

475 Goddard

Irvine, California 92618

November 27, 2006

VIA FACSIMILE

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

  RE:

  Netlist, Inc.

  Registration Statement on Form S-1 (File No.
  333-136735)

Dear Sir or Madam:

In connection with the letter delivered to the
Securities and Exchange Commission (the “Commission”) by Netlist, Inc., a
Delaware corporation (the “Company”) on November 27, 2006, requesting that the
effective date of its Registration Statement on Form S-1 (the “Filing”) be
accelerated, and as requested by the Commission in its letter to the Company
dated September 12, 2006, the Company acknowledges 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 staff comments and the declaration of effectiveness as a defense in
any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

  Sincerely yours,

  NETLIST, INC.

  By:

  /s/ Lee Kim

  Lee Kim

  Vice President, Chief Financial Officer

  and Secretary

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Thomas Weisel Partners LLC

One Montgomery Street, Suite 3700

San Francisco, CA 94104

November 28, 2006

VIA EDGAR AND FACSIMILE

Securities and
Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Re:                               Netlist,
Inc.  (the “Company”)

Registration Statement on Form S-1 (File No.
333-136735)

Ladies and Gentlemen:

We write to
correct a request we submitted to the Securities and Exchange Commission on
November 27, 2006 to accelerate the above-referenced Registration Statement.  That prior request contained an error and
should be replaced in its entirety with this letter.

In accordance with
Rule 461 of the General Rules and Regulations under the Securities Act of 1933,
as amended (the “Act”), we hereby join the Company’s request for
acceleration of the above-referenced Registration Statement, requesting
effectiveness for Wednesday, November 29, 2006 at 4:00 p.m., Eastern Time, or
as soon as practicable thereafter.

In connection with
Rule 460 of the Act, please be advised that, during the period from October 31,
2006 to the date of this letter, we have effected approximately the following
distribution of copies of the preliminary prospectus, dated October 30, 2006:

  Institutions

  3,469

  Underwriters

  0

  Other

  610

  Total

  4,079

The Underwriters
(the “Underwriters”) and dealers of the above issue were advised by
invitation wire and in underwriting papers that they must comply with the
provisions of SEC Release No. 33-4968 of the Act and Rule 15c2-8 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”).  We wish to advise you that copies of the
preliminary prospectus have been made available in sufficient time for
distribution to all prospective purchasers no less than 48 hours prior to the
time it is expected confirmations will be mailed.  The undersigned have and will, and each
dealer has advised the undersigned that it has and will, comply with SEC
Release No. 33-4968 and Rule 15c2-8 under the Exchange Act.

  Very Truly Yours,

  Thomas Weisel Partners LLC

  Needham & Company, LLC

  WR Hambrecht + Co., LLC

  Acting on behalf
  of themselves and the several Underwriters

  By:

  Thomas Weisel
  Partners LLC

  By:

  /s/ MARK QUINLAN

  Name:

  Mark Quinlan

  Title:

  Partner

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Thomas Weisel Partners LLC

One Montgomery Street, Suite 3700

San Francisco, CA 94104

November 27, 2006

VIA EDGAR AND FACSIMILE

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington,
DC 20549

  Re:

  Netlist, Inc. (the “Company”)

  Registration Statement on Form S-1 (File No.
  333-136735)

Ladies and Gentlemen:

In accordance with
Rule 461 of the General Rules and Regulations under the Securities Act of 1933,
as amended (the “Act”), we hereby join the Company’s request for
acceleration of the above-referenced Registration Statement, requesting
effectiveness for Wednesday, November 29, 2006 at 4:00 p.m., Eastern Time, or
as soon as practicable thereafter.

In connection with
Rule 460 of the Act, please be advised that, during the period from October 30,
2006 to the date of this letter, we have effected approximately the following
distribution of copies of the preliminary prospectus, dated October 30, 2006:

  Institutions

  3,469

  Underwriters

  0

  Other

  610

  Total

  4,079

The Underwriters
(the “Underwriters”) and dealers of the above issue were advised by
invitation wire and in underwriting papers that they must comply with the
provisions of SEC Release No. 33-4968 of the Act and Rule 15c2-8 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”).  We wish to advise you that copies of the
preliminary prospectus have been made available in sufficient time for
distribution to all prospective purchasers no less than 48 hours prior to the
time it is expected confirmations will be mailed.  The undersigned have and will, and each
dealer has advised the undersigned that it has and will, comply with SEC
Release No. 33-4968 and Rule 15c2-8 under the Exchange Act.

  Very Truly Yours,

  Thomas Weisel Partners LLC

  Needham & Company, LLC

  WR Hambrecht + Co., LLC

  Acting on behalf
  of themselves and the several

  Underwriters

  By:

  Thomas Weisel Partners LLC

  By:

   /s/ MARK
  QUINLAN

  Name:

  Mark Quinlan

  Title:

  Partner

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NETLIST,
INC.

475
Goddard

Irvine, California 92618

November 27, 2006

VIA
EDGAR AND FEDEX

Securities and Exchange
Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

  RE:

  Netlist, Inc.

  Registration Statement on Form S-1 (File No.
  333-136735)

Dear Sir or Madam:

Pursuant to Rules 461 and 430A under the Securities
Act of 1933, as amended, Netlist, Inc., a Delaware corporation (the “Company”),
hereby respectfully requests that the effective date of the Company’s
Registration Statement on Form S-1 (No. 333-136735) be accelerated to November
29, 2006, at 4:00 p.m. Eastern time, or as soon as practicable thereafter.

In addition, the Company hereby respectfully requests
that the effective date of the Company’s Registration Statement on Form 8-A
filed with the Securities and Exchange Commission on November 27, 2006, be
accelerated so that it will coincide with the effective date of the
Registration Statement on Form S-1 referred to above.

Thank you for your cooperation and assistance in this
matter.

  Sincerely yours,

  NETLIST, INC.

  By:

  /s/ Lee Kim

  Lee Kim

  Vice President, Chief
  Financial Officer

  and Secretary

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.

November 3, 2006

Mail Stop 6010

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

Re: Netlist, Inc.
 Amendment No. 3 to Registra tion Statement on Form S-1
 Filed October 31, 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.

Fee Table
1. Please register the maximum size of the transaction currently reflected in the
prospectus.

Use of Proceeds, page 24
2. We note the last sentence of  the first paragraph and similar disclosure on page 3.
Please refer to footnote 12 on page 73.  If you will be receiv ing proceeds through
the selling shareholders as repayment of  a loan, please discuss your receipt of
those proceeds in this section.

Netlist, Inc.
November 3, 2006
Page 2
Business, page 45
3. We note your response to prior comment 2;  however, given the disclosure in your
MD&A regarding the differing contribu tion of your product classes to your
results, the disclosure requested in the comment appears to be required.  Therefore, we reissue the comment.

Loans, page 69
4. Please indicate the number of shares acquired in exchange for the loans.

Selling Stockholders, page 71
5. Refer to prior comment 33 of our September 12, 2006 comment letter.  Please tell us when each selling stockholder acquired the shares being offered.  Include the
date and amount of consideration paid.  Also describe any related loans.

Exhibits
6. Please file complete exhibits with all attachments.  For example, we note references to annexes in exhibit 1.1 th at are not included in the filing.
7. We note your description of exhibits 5.1 and 23.3.  Please file a final, signed
opinion and consent, not merely a “form of” those exhibits.

Exhibit 5.1
8. Please refer to the last sent ence of the third paragraph.  It is unclear why it is
appropriate for Netlist’s registration statemen t to be declared effective if it cannot
file an unconditional opinion that it is authori zed to issue the shares being offered.
9. Please tell us the purpose of the fourth pa ragraph.  It is unclear whether factors
other than those mentioned in the paragra ph could affect whether the shares were
fully paid.  If so, it is unclear why counsel  did not consider those other factors.
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

Netlist, Inc.
November 3, 2006
Page 3
 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.

September 12, 2006

Mail Stop 6010

Chun K. Hong
President and Chief Executive Officer
Netlist, Inc.
475 Goddard
Irvine, CA 92618

Re: Netlist, Inc.
  Registration Statement on Form S-1
  Filed August 18, 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.

General
1. Please confirm that any preliminary prosp ectus you circulate will include all non-
Rule 430A information.  This includes the price range and related information
based on a bona fide estimate of the public offering price within that range, and
other information that was left blank thr oughout the document.  Also, note that we
may have additional comments after you file this information.

Chun K. Hong
Netlist, Inc.
September 12, 2006 Page 2

Fee Table
2. If you are calculating the fee based on ru le 457(a), the fee table should include the
amount of shares to be registered and the proposed maximum offering price.
Prospectus
3. Please provide us a copy of the graphics  you intend to use in your document.
4. Please tell us how the graphics do not lead investors to believe that you manufacture integrated circuits or printe d circuit boards.  Also tell us how the
manner that you depict the products in th e graphics accurately  represents their
proportionate contribution to your business.

Table of Contents, page i
5. You may not disclaim responsibility for your  disclosure.  Please revise the last
paragraph on page i accordingly.

Prospectus Summary, page 1
6. Refer to the first paragraph of your disclo sure here and on page 7.  Please tell us
where you have incorporated documents by reference into this prospectus and what authority permits you to incorporat e such disclosure into a prospectus
included in registration statement on Form S-1 for an initial public offering.
7. Please tell us the criteria you used to determine which customers to name in your
summary and on page 52.  Also tell us  whether you named all customers who
satisfy those criteria.
8. Please clarify the phrases “form factor” and “pla nar design.”
9. Please highlight in the summary your reliance on  the server market.

Netlist, Inc., page 1
10. We note your objective on page 2 to de velop non-volatile memory.  If your
current products consist only of volatile memory, please say so in clear, direct
language that explains what  volatile memory is in a prominent section of your
summary.

Chun K. Hong
Netlist, Inc.
September 12, 2006 Page 3
Special Note Regarding Forward Looking Statements, page 23
11. Please remove the reference to statutory provisions that do not apply to initial
public offerings.

Use of Proceeds, page 24
12. Please disclose the approximate amount of proceeds intended to be used for each identified purpose.

Overview, page 30
13. Please clarify the nature of the issues you mention in the last sentence on page 30.

Capital Resources, page 41
14. Please discuss the reasons for the refina ncing of the convertible debt of $950,000
and the trends in cost of cap ital from the refinancing.
15. Please discuss the loan covenants you had violated and the reasons for the
violations.
16. With a view toward disclosure, please te ll us whether your obligation to issue $4
million in equity by March 31, 2007 expires upon your initial public offering.

Industry Background, page 45
17. Please provide us with copies of the indus try reports you cite on pages 45 and 46.
Clearly mark the relevant sections that  support the data you have included in your
prospectus and the page numb er of your prospects where such data has been used.
Also, tell us whether the s ources of the cited data have  consented to your use of
their names and data and whether any of  the reports were commissioned by you or
prepared specifically for your use.
18. Please provide us with independent s upport for your claim on page 49 that you
believe that you “have established a reput ation as a technology leader in the
design, development, and manufacture of hi gh performance memory subsystems.”

Manufacturing, page 53
19. Please describe how your manufacturing pr ocesses invoke the environmental laws
mentioned on page 18 and clarify whether you are in compliance with those laws.

Chun K. Hong
Netlist, Inc.
September 12, 2006 Page 4
Intellectual Property, page 55
20. Please discuss the duration of your material patents.

Facilities, page 56
21. With a view toward disclosure, please tell us the status of your China facility.  Do
you know the size or location?  Will you own or lease?

Management, page 57
22. It appears that your CFO also is a partner at another firm .  If so, please add a risk
factor to describe the effect of a part-time CFO.  Also indicate the amount of time he devotes to your company.

Director Compensation, page 60
23. Please disclose how you will determine the exercise price of the option grants.

Employment Agreements, page 64
24. Please describe the connection of your employment agreement with your CFO to
your agreement with Tatum.  Also disc lose the option grant provision of the
employment agreement.

Related-Party Transactions, page 67
25. Please disclose the date of the loan to Mr. P. K. Hong.
26. Please tell us why Mr. P. K. Hong is not identified as an executive officer on page
57.
27. Please file the agreements mentioned in this section.
28. Please include disclosure in this section for each of the past three years.  For
example, we note the full-year disclosure about Mr. P. K. Hong is limited to 2005.  We also note the transactions mentioned in Note 7 on page F-23.  See instruction
2 to Regulation S-K Item 404.

Chun K. Hong
Netlist, Inc.
September 12, 2006 Page 5
Other Transactions, page 68
29. Given your cash balance, please tell us  how you will pay the bonuses to your
affiliates without the proceeds of this offering.  If you will use the proceeds for this purpose, please revise the “Use of Proceeds” disclosure on page 24 accordingly.
30. In the selling stockholders ta ble, please clarify how you have reflected the options
mentioned in this section.

Principal and Selling Stockholders, page 69
31. Please disclose the natural person who has voting or investment power for the shares held by Serim Paper Manufacturing.
32. Please tell us whether the se lling stockholders are broker-de alers or affiliates of a
broker-dealer.
33. With a view toward disclosure, please tell us when each of the selling shareholders acquired the shares to be sold in this offering.  Also please tell us the
amount of consideration paid.
34. Please include a row in the table for Mr. Skaggs.
35. Refer to footnote 2.  Please clarify how you will allocate a partia l exercise of the
option.

Voting Rights, page 71
36. With a view toward disclosure, please confirm whether your disclosed majority
voting rights on “all actions” incl udes director elections.

Federal Estate Tax, page 78
37. You may not disclaim responsibility for your  disclosure.  Please revise the first
and second sentences of the second paragraph accordingly.

Penalty Bids, page 81
38. Please clarify what you mean by presales.

Chun K. Hong
Netlist, Inc.
September 12, 2006 Page 6
Financial Statements

General
39. Please update the financial statements wh en required by Rule 3-12 of Regulation
S-X.

Balance Sheets, page F-4
40. Revise to include a pro forma balan ce sheet (excluding effects of offering
proceeds) presented along side of the hist orical balance sheet giving effect to the
conversion of the convertible preferred stock and conve rtible notes payable and
add a related footnote which describes the pro forma presentation.  Also, to the extent the conversion of the preferred stoc k and notes will result in a material
reduction of earnings appli cable to common shareholders (excluding effects of
offering), pro forma EPS for the latest year and interim period, if applicable,
should be presented giving effect to the conversion (but not the offering).

Note 2 - Summary of Significant Accounting Policies, page F-10

Fiscal Year, page F-10
41. Please revise the financial statements a nd all related tables and disclosures to
identify the actual dates on which your fis cal periods end.  Similarly, present audit
reports that opine on financ ial statements as of and for the periods ended on the
actual dates on which your fiscal periods end.

Revenue Recognition, page F-12
42. Please expand to further clarify why your revenue recognition practices for product sales of high performance memory subsystems and sales of excess inventories are appropriate under SAB Topi c 13A.   For instance, describe what
you consider to be pervasive evidence of  an arrangement, clarify how you obtain
customer acceptance and describe any post-shipment obligations.  Please also clarify the nature and extent of any signi ficant differences in sales terms between
sales of memory sub-systems and sales of excess inventory;  and, explain how
those differences, if any, are consid ered in your revenue practices.
43. Please tell us about the terms and conditions of sales of products, including excess inventories, to distributors .  Show us that your revenue  practices for transactions
with these entities are appropriate.

Chun K. Hong
Netlist, Inc.
September 12, 2006 Page 7
44. Please expand to describe how you are notif ied that inventory has been “pulled”
from a hub for use by a customer.  Explai n how you manage that inventory to
ensure that sales are recognized  in the appropriate periods.

Stock-based Compensation, page F-13
45. We see that accounting for stock-base d compensation was significant to your
results of operations prior to the adoption of SFAS 123(R) .  Please tell us about
and expand to describe how you determined the fair value of your common shares for intrinsic value purposes.   Please address the valuat ions at the dates of any
significant transactions, such as the st ock compensation charge in 2003. Explain
why you believe your estimates are appropriate.
46. Please tell us how you measured expected st ock-price volatility in periods prior to
the adoption of SFAS 123(R).  Explain the reasons for the significant decrease in
expected volatility between 2003 and 2005.  Also, clarify the nature of and reasons for any changes in your methods  and assumptions upon adoption of SFAS
123(R).
47. We see the significant difference between fair and the intrinsic value charges for stock-based compensation in 2003 where the intrinsic value charge significantly
exceeds the fair value charge.  Please further explain to us how the underlying
amounts were measured and describe the reasons for the unus ual relationship.
48. Please tell us why the pro forma stoc k-based compensation amount for 2005 is a
reduction of the reported net loss totaling $354,000.

Note 7 – Convertible Notes Payable, page F-23
49. Please tell us and disclose how you estimated  the fair value of the preferred shares
underlying the convertible notes at issuance and at each modification.
50. Please tell us why the accounting for the conversion options of the various notes is appropriate under SFAS 133.

Item 16, Exhibits and Financial Statement Schedules
51. Please include updated accountants’ consents  with any amendment to the filing.
52. Please file complete exhibits with all attachments completed.  For example, we note the blanks in the at tachment to exhibit 10.10.

Chun K. Hong
Netlist, Inc.
September 12, 2006 Page 8
Item 17.  Undertakings
53. Please note that due, in part, to the la nguage of Securities Act Rule 430C(d), the
undertakings included in Regulation S-K Item 512(a)(5)(ii) and 512(a)(6) should
be included in filings for initial publi c offerings.  Please revise your filing to
include those undertakings.
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.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment 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 ev ent 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 staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.
 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision 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 th e fact that those reque sting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the

Chun K. Hong
Netlist, Inc.
September 12, 2006 Page 9
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 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate 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 a dvance of the requested effective date.

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,

       R u s s e l l  M a n c u s o
       B r a n c h  C h i e f

cc (via fax): James W. Loss