SecProbe.io

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 VIA EDGAR

 August 21, 2025

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Attn: Eranga Dias, Esq.

 Re:

 QuickLogic Corporation

 Registration Statement on Form S-3

 File No. 333-289610

 Request for Acceleration of Effectiveness

 Dear Mr. Dias:

 Pursuant to Rule 461 of the Securities Act of 1933, as amended, QuickLogic Corporation, 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 August 22, 2025, or as soon thereafter as practicable.

 Please contact Sara Terheggen of The NBD Group, Inc. at (310) 890-0110 should you have any questions or require additional information regarding this request.

 Very truly yours,

 QUICKLOGIC CORPORATION

 /s/ Elias Nader

 Name: Elias Nader

 Title: Chief Financial Officer and Senior Vice President of Finance

 cc: Sara Terheggen, The NBD Group, Inc.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 21, 2025

Brian Faith
Chief Executive Officer
QUICKLOGIC Corp
2220 Lundy Avenue
San Jose, CA 95131-1816

 Re: QUICKLOGIC Corp
 Registration Statement on Form S-3
 Filed August 14, 2025
 File No. 333-289610
Dear Brian Faith:

 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 Eranga Dias at 202-551-8107 with any questions.

 Sincerely,

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

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VIA EDGAR

August 24, 2022

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Gregory Herbers, Esq.

			Re:

			QuickLogic Corporation

			Registration Statement on Form S-3

			File No. 333-266942

			Request for Acceleration of Effectiveness

Dear Mr. Herbers:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, QuickLogic Corporation, a Delaware corporation (the “Company”), hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement filed with the Commission on August 8, 2022, to become effective at 3:00 PM Eastern Time on August 26, 2022, or as soon thereafter as practicable, unless we or our outside counsel, The NBD Group, Inc., request that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Please contact Sara Terheggen of The NBD Group, Inc. at (408) 201-2964 should you have any questions or require additional information regarding this request. Thank you.

Very truly yours,

QUICKLOGIC CORPORATION

			By:

			/s/ Elias Nader

			Name:

			Elias Nader

			Title:

			Principal Financial Officer and Senior Vice-President, Finance

cc: Sara Terheggen, The NBD Group, Inc.

United States securities and exchange commission logo
August 24, 2022
Elias Nader
Chief Financial Officer
QuickLogic Corp
2220 Lundy Avenue
San Jose, CA 95131-1816
Re:QuickLogic Corp
Registration Statement on Form S-3
Filed August 17, 2022
File No. 333-266942
Dear Mr. Nader:
            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 Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Sara L. Terheggen

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March 27, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Electronics and Machinery

100 F Street, N.E.

Washington, D.C. 20549-0303

Attention: Ms. Heather Percival

Re:

Request for Acceleration – QuickLogic Corporation

Registration Statement on Form S-3, File No. 333-230352 (the “Registration Statement”)

Dear Ms. Percival:

On behalf of QuickLogic Corporation (the “Registrant”) and pursuant to Rule 461 promulgated under the Securities Act of 1933 (the “Securities Act”), as amended, I hereby request acceleration of the effective date of the Registration Statement to 4:00 p.m. Eastern Time on Friday, March 29, 2019, or as soon thereafter as is practicable.

Should you have any questions regarding this request, please feel free to contact the undersigned at (408) 990-4000 or our outside counsel, Alan Seem, by telephone at (650) 687-4190 or by e-mail at aseem@jonesday.com. Thank you for your continued attention to this matter.

Sincerely,

QUICKLOGIC CORPORATION

By:

/s/ Suping (Sue) Cheung

Name:

Suping (Sue) Cheung

Title:

Vice President, Finance and

Chief Financial Officer

cc: Alan Seem, Esq., Jones Day

March 26, 2019
Brian C. Faith
Chief Executive Officer
QuickLogic Corporation
1277 Orleans Drive
Sunnyvale, CA 94089
Re:QuickLogic Corporation
Registration Statement on Form S-3
Filed March 15, 2019
File No. 333-230352
Dear Mr. Faith:
            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 Heather Percival at 202-551-3498 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Alan Seem

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		Document

QuickLogic Corporation

1277 Orleans Drive

Sunnyvale, California 94089-1138

(408) 990-4000

March 13, 2017

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-0303

Attention: Ms. Amanda Ravitz

 Re:

 Request for Acceleration - QuickLogic Corporation

 Registration Statement on Form S-3, File No. 333-215030 (the “Registration Statement”)

Dear Ms. Ravitz:

On behalf of QuickLogic Corporation (the “Registrant”) and pursuant to Rule 461 promulgated under the Securities Act of 1933 (the “Securities Act”), as amended, I hereby request acceleration of the effective date of the Registration Statement to 10:00 a.m. Eastern Time on Thursday, March 16, 2017, or as soon thereafter as is practicable.

The Registrant hereby confirms that it is aware of its obligations under the Securities Act and the Securities Exchange Act of 1934, as amended, with respect to the registration of securities specified in the Registration Statement. Further, the Registrant acknowledges that in connection with the Registration Statement: (i) should the Securities and Exchange Commission (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; (ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Registrant 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.

If you have any questions, please feel free to contact the undersigned at (408) 990-4076 or our outside counsel, Alan Seem, by telephone at (650) 838-3753 or by e-mail at alan.seem@shearman.com. Thank you for your cooperation and prompt attention to this matter.

 Sincerely,

 QUICKLOGIC CORPORATION

 By:

 /s/ Suping (Sue) Cheung

 Suping (Sue) Cheung

 Vice President, Finance and Chief Financial Officer

cc: Alan Seem, Esq., Shearman & Sterling LLP

CORRESP
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		Document

QuickLogic Corporation

1277 Orleans Drive

Sunnyvale, California 94089-1138

(408) 990-4000

March 8, 2017

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-0303

Attention: Ms. Amanda Ravitz

Re: Request for acceleration - QuickLogic Corporation

                  Registration Statement on Form S-3, File No. 333-215030 (the "Registration Statement")

Dear Ms. Ravitz:

On behalf of QuickLogic Corporation (the “Registrant”) and pursuant to Rule 461 promulgated under the Securities Act of 1933 (the “Securities Act”), as amended, I hereby request acceleration of the effective date of the Registration Statement to 4:00 p.m. Eastern Time on Friday, March 10, 2017, or as soon thereafter as is practicable.

The Registrant hereby confirms that it is aware of its obligations under the Securities Act and the Securities Exchange Act of 1934, as amended, with respect to the registration of securities specified in the Registration Statement. Further, the Registrant acknowledges that in connection with the Registration Statement: (i) should the Securities and Exchange Commission (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; (ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Registrant 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.

If you have any questions, please feel free to contact the undersigned at (408) 990-4076 or by e-mail at scheung@quicklogic.com or our outside counsel, Alan Seem, by telephone at (650) 838-3753 or by e-mail at alan.seem@shearman.com. Thank you for your cooperation and prompt attention to this matter.

 Sincerely,

 QUICKLOGIC CORPORATION

 By:

 /s/ Suping (Sue) Cheung

 Suping (Sue) Cheung

 Vice President, Finance and Chief Financial Officer

cc: Alan Seem, Esq., Shearman & Sterling LLP

Mail Stop 3030
December 13, 2016

Via E -Mail
Brian C. Faith
Chief Executive Officer
QuickLogic Corporation
1277 Orleans Drive
Sunnyvale, CA 94089 -1138

Re: QuickLogic Corporation
  Registration Statement on Form S-3
Filed  December 9, 2016
  File No.  333-215030

Dear Mr. Faith :

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 Laurie Abbott  at (202) 551 -8071  with any questions.

Sincerely,

/s/ Laurie Abbott for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc:  Alan D. Seem, Esq.
Shearman & Sterling LLP

May 13, 2015

Via E -mail
Andrew J. Pease
President and Chief Executive Officer
QuickLogic Corporation
1277 Orleans Drive
Sunnyvale, CA 94089

Re: QuickLogic Corporation
 Form 10 -K for the Fiscal Year Ended December 28, 2014
Filed March 5, 2015
File No. 0 -22671

Dear Mr. Pease:

We refer you to our comment letter dated April 23, 2015, regarding business contacts
with Sudan and Syria.  We have completed our review of this subject matter.  We remind you
that our comments or changes to disclosure in response to our comments do not foreclose the
Commission from taking any action with respect to the company or the filing and the company
may not assert staff comments as a defense in any  proceeding initiated by the Commission or any
person under the federal securities laws of the United States.  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 Exchange Act of 1934 and all applicable rules
require.

Sincerely,

 /s/ Cecilia  Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc:  Amanda Ravitz
  Assistant Director
 Division of Corporation Finance

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		Response to SEC Comments

1277 Orleans Drive, Sunnyvale, CA 94089

T.408.990.4000 F.408.990.4040

www.quicklogic.com

May 6, 2015

Via EDGAR and Overnight Delivery

Cecilia Blye

Office of Global Security Risk

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C.  20549

RE:    QuickLogic Corporation

Form 10-K for the Fiscal Year Ended December 28, 2014

Filed March 5, 2015

File No. 0-22671

Dear Ms. Blye:

We respectfully submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated April 23, 2015 (the “Comment Letter”) relating to QuickLogic Corporation’s (the “Company”) Annual Report on Form 10-K for the fiscal year ended December 28, 2014 filed with the Commission on March 5, 2015 (the “Form 10-K”).

For the Staff’s convenience, we are providing copies of this letter to the Staff by overnight delivery.  In this letter, we have recited the Staff’s comments in italicized, bold type and have followed each comment with the Company’s response.  Page references correspond to the page number of the Form 10-K.

General

1.

 You state on page 9 that Samsung Electronics Co., Ltd. accounted for 56% and 52% of your total revenue in 2013 and 2014, respectively. We are aware of publicly available information indicating that Samsung Electronics Co., Ltd. operates in Sudan and may operate in Syria. Sudan and Syria are designated as state sponsors of terrorism by the State Department and are subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of your past, current and anticipated contacts with Sudan and Syria, if any, whether through customers, distributors or other direct or indirect arrangements. You should describe any products, technology or services you have provided to Sudan or Syria, directly or indirectly, and any agreements, arrangements or other contacts you have had with the governments of those countries or entities they control.

To the Company’s knowledge, the Company has not had past contacts and does not have current or anticipated contacts with Sudan or Syria (the “Embargoed Countries”). Further, the Company has not and does not sell, offer for sale, or distribute licenses for its U.S. origin devices or reference software code in the Embargoed Countries.

The Company exports and licenses its U.S. origin EAR99 devices and reference software code to Samsung Electronics Co., Ltd. (“Samsung”) in South Korea, China, India, and Vietnam as well as to other manufacturers of consumer electronics products.  The Company understands that Samsung incorporates and substantially transforms the Company’s EAR99 device by incorporating it into a foreign-produced electronic component, a PCB, which is then incorporated into a foreign-produced tablet.  Samsung then uses the Company’s reference software code to configure the device based on the Application Processor and Display interface timing (the Company’s device provides a connection between the Application Processor and the Display in the Samsung tablet products.)  Samsung sells these foreign-produced tablets around the world.  Samsung does not provide the Company with user information nor does it order any devices specifically for use in Embargoed Countries.  All orders are placed for a general distribution or for distribution in Latin America, South Eastern Asia, or South Western Asia.  Thus, the Company has no information showing the sale of tablets incorporating its device into the Embargoed Countries. Additionally, the Company provides no related services and does not have any relationship, connection or contact with any person or entity in the Embargoed Countries that may have obtained a Samsung tablet that incorporates the Company’s device.

The Company has export control and economic sanctions policies and procedures in place and is committed to compliance with these laws.  In addition, the Company has provided Samsung with its standard terms and conditions upon the acceptance of each purchase order informing Samsung that the Company’s device and software code are subject to U.S. export controls and that the items may not be transferred to Embargoed Countries unless done in compliance with U.S. law.  Specifically, the Company’s terms and conditions include the following language:

Buyer hereby assures Seller that Buyer will not export or re-export any product technology or software (including processes and services) without first obtaining prior authorization (if required) from the U.S. Department of Commerce, Bureau of Industry and Security; U.S. Department of State, Office of Defense Trade Controls; or U.S. Department of Treasury, Office of Foreign Assets Control (“OFAC”).

Finally, the Company has screening procedures that it implements to ensure that it does not do business in an Embargoed Country or with a prohibited individual or entity in violation of U.S. law.

2.

 Please discuss the materiality of any contacts with Sudan and Syria you describe in response to the comment above, and whether the contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any revenues, assets and liabilities associated with Sudan and Syria for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. Various state and municipal governments, universities and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan and Syria.

The Company has no contacts with the Embargoed Countries, and thus there are no material contacts with an Embargoed Country from either a quantitative or qualitative perspective.  Additionally, because the Company has no contacts with the Embargoed Countries, there is no material investment risk for security holders.

* * * * *

The Company also respectfully acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any questions or comments regarding the Company’s responses, please direct them to me at (408) 990-4000 or phart@quicklogic.com.

Sincerely,

/s/ Patricia E. Hart

Patricia E. Hart

General Counsel and Corporate Secretary

QuickLogic Corporation

cc:

 Aaron Alter, Wilson Sonsini Goodrich & Rosati, P.C.

Randy Lewis, Wilson Sonsini Goodrich & Rosati, P.C.

April 23 , 2015

Via E -mail
Andrew J. Pease
President and Chief Executive  Officer
QuickLogic Corporation
1277 Orleans Drive
Sunnyvale, CA 94089

Re: QuickLogic Corporation
 Form 10-K for the Fiscal Year Ended December 28, 2014
Filed March 5 , 2015
File No. 0 -22671

Dear Mr. Pease :

We have limited our review of your filing to your contacts with countries that have  been
identified as state sponsor s of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   In our comments , we ask you to provide us with information so we may b etter
understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumst ances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

General

1. You state on page 9 that Samsung Electronics Co., Ltd. accounted for 56% and 52% of
your total revenue in 2013 a nd 2014, respectively.  We are aware of publicly available
information indicating that Samsung Electronics Co., Ltd. operates in Sudan and may
operate in Syria.  Sudan and Syria are designated as state sponsors of terrorism by the
State Department and are subject to U.S. economic sanctions and export controls.
Please describe to us the nature and extent of your past, current  and anticipated contacts
with Sudan and Syria, if any, whether through customers , distributors or other direct or
indirect arrangem ents.  You should describe any products, technology or services you
have provided to Sudan or Syria, directly or indirectly , and any agreements,
arrangements or other contacts you have had with the governments of those countries or
entities they control.

Andrew J. Pease
QuickLogic Corporation
April 23 , 2015
Page 2

 2.   Please discuss the materiality of any contacts with Sudan and Syria you describe in
response to the comment above, and whether the contacts constitute a material
investment risk for your security holders.  You should address materiality in quantitative
terms, including the approximate dollar amounts of any  revenues, assets and liabilities
associated with Sudan and Syria for the last three fiscal years and the subsequent interim
period.  Also,  address materiality in terms of qualitative factors that a reas onable
investor would deem important in making an investment decision, including the
potential impact of corporate activities upon a company’s reputation and share value.
Various state and municipal governments, universities and other investors have
propo sed or adopted divestment or similar initiatives regarding investment in companies
that do business with U.S. -designated state sponsors of terrorism.  You should address
the potential impact of the investor sentiment evidenced by such actions directed towa rd
companies that have operations associated with Sudan and Syria.

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 Exchange Act of
1934 and all applicable Exchange 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 respon ding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United State s.

You may contact Pradip Bhaumik , Special Counsel,  at (202) 551 -3333  or me at (202)
551-3470 if you have any questions about the comments or our review.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc:  Amanda Ravitz
  Assistan t Director
 Division of Corporation Finance

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Acceleration Request

 August 29, 2013

Re:
QuickLogic Corporation (the “Company”)

 Registration Statement on Form S-3

 Registration Statement
No. 333-190277

 Securities and Exchange Commission (the “Commission”)

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, DC 20549

Attn:
Amanda Ravitz, Assistant Director
Tim Buchmiller

 To Whom It May Concern:

 In accordance with Rule 461 under the Securities Act of
1933, as amended, the undersigned registrant hereby requests the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:00 p.m. (Eastern Time) on August 30, 2013 or as soon
thereafter as is practicable. The Company acknowledges that: (i) 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; (ii) 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 (iii) 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.

We request that we be notified of the effectiveness of the Registration Statement by telephone call to John Randall Lewis of Wilson
Sonsini Goodrich & Rosati, P.C., at (415) 947-2101.

 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Sincerely,

QUICKLOGIC CORPORATION

By:

 /s/ Ralph S. Marimon

Name: Ralph S. Marimon

Title:   Chief Financial Officer

cc:
Patricia Hart

 Aaron Alter

 Michael Occhiolini

 Randy Lewis

 Junie Yoon

August 22, 2013

Via E -mail
Andrew J. Pease
Chief Executive Officer
QuickLogic Corporation
1277 Orleans Drive
Sunnyvale, CA 94089

Re: QuickLogic Corporation
 Amendment No. 1 to Registration Statement on Form S -3
Filed June 31, 2013
File No. 333-190277

Dear Mr. Pease :

We have limited our review of your registration statement to those issues we have
addressed in our comment.  In  our comment, we may ask you to provide us with info rmation so
we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our 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 our comment , we may have  additional comments.

Registration Statement Fee  Table

1. We see from footnote 7 to your fee table that you may offer units composed of the
securities already identified in your fee table.  Similarly, page 18 of your prospectus
indicates that guaranties may be issued in connection with the debt securities .  In order to
issue units or guaranties, please also register those securities in your fee table and file an
opinion as Exhibit 5.1 to your registration statement that also addresses the legality of
those securities.

We urge all persons who are responsib le 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 a ll facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Andrew J. Pease
QuickLogic Corporation
August 22, 2013
Page 2

 Notwithstanding our comment, in the event you request acceleration of the effective date
of the pending registration state ment 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.

Please refer to Rules 460 and 461 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 unde r
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.  Please allow
adequate time  for us to review any amendment prior to the req uested effective date of the
registration statement.

Please contact Tim Buchmiller  at (202) 551 -3635  or me at (202) 551 -3528 with any
questions.

Sincerely,

/s/ Amanda Ravitz

Amanda Ravitz
Assistant Director

cc (via e -mail):  Aaron J. Alter, Esq.
 John Randall Lewis, E sq.
 Wilson Sonsini Goodrich and Rosati
 Professional Corporation

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3030
 January 20, 2011
Ralph S. Marimon Vice President, Finance and Chief Financial Officer QuickLogic Corporation 1277 Orleans Drive
Sunnyvale, CA 94089
 Re: QuickLogic Corporation
  Form 10-K for the fiscal year ended January 3, 2010
   Filed March 12, 2010   File No. 0-22671

Dear Mr. Marimon:

 We have completed our review of your  filings and do not have any further
comments at this time.
Sincerely,

Kevin L. Vaughn Accounting Branch Chief

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SEC Comment Response Letter

 [Letterhead of Wilson, Sonsini, Goodrich & Rosati, P.C.]

January 6, 2011

Securities and Exchange Commission

 Judiciary
Plaza

 450 Fifth Street, N.W.

Washington, DC 20549

 Attention: Kevin L.
Vaughn, Accounting Branch Chief

Re:
    QuickLogic Corporation

    Form 10-K for the Fiscal Year Ended January 3, 2010

    Filed March 12, 2010

    Form 10-Q for the period ended October 3, 2010

    File No. 0-22671

Dear Mr. Vaughn:

 We are submitting this letter on behalf of QuickLogic Corporation (“QuickLogic” or the “Company”) in response to the Securities and Exchange Commission’s (the
“Commission”) letter dated December 20, 2010 (the “Comment Letter”) addressed to Ralph S. Marimon, Vice President, Finance and Chief Financial Officer of the Company. For your convenience, we have repeated your comments 1
through 6 below and the headings and numbered responses in this response letter correspond to the headings and numbered comments contained in the Comment Letter. Please feel free to contact me at the number at the end of this response letter with
any further questions or comments you may have.

 Form 10-K for the Fiscal Year Ended January 3, 2010

Item 1, Business, page 3

1.
 Please tell us, with a view toward disclosure in future filings:

•

 the portion of your revenues related to the patent or patents set to expire in 2010. We note the disclosure in the penultimate paragraph
on page 17; and

•

 the portion of your revenues derived from the intellectual property in dispute, as mentioned on Note 16 on pages 81-82, and which of your
products or technology allegedly infringes on the plaintiff’s patent. For example, does the dispute relate to the ViaLink technology mentioned on page 4, which you describe as the “foundation of [y]our competitive advantage?”

 Securities and Exchange Commission

 Attention: Kevin L. Vaughn

 January 6, 2011

 Page
 2

 Response:

In response to the first bullet above, the Company respectfully submits that it does not have the ability to accurately
determine the portion of revenues related to the patent or patents set to expire in 2010. In addition, the Company submits that such disclosure would not be meaningful to investors as the Company believes that the expiration of patents in 2010 will
not have a material impact on its revenue. Given the typically short life cycles of its products, the Company’s continued success depends upon its ability to continually innovate with new products to take advantage of new customer design
opportunities. Although these design opportunities often incorporate proprietary technology from existing products as well as new technology, many of the Company’s older patents do not relate to technology in the Company’s current product
offerings. As noted in the Company’s Form 10-K for the Fiscal Year Ended January 3, 2010 (the “2009 10-K”), the Company maintains a large patent portfolio to protect its innovations. In most cases, revenue will decline from a
decrease in demand for mature products long before the expiration of pending or issued patents relating to the underlying technology in such products. The Company’s decision to cease maintaining a patent is determined on the importance of the
patent in its current or future product offerings. To the extent that a patent is no longer used in the Company’s current products or is not expected to be used in its future products, the Company will cease maintaining a patent or otherwise
let it expire. In response to the Commission’s comment, the Company undertakes to clarify this disclosure in its future filings.

 In response to the second bullet above, the Company advises the Commission that the complaint filed by Xpoint Technologies, Inc. (Xpoint) in the U.S. District Court for the District of Delaware does not
relate to its ViaLink® technology. The alleged patent infringement relates to the Company’s Smart Programmable Integrated Data Aggregator (SPIDA) Proven System Block (PSB), which may be integrated in a Customer Specific Standard Product
(CSSP) built on the Company’s ArcticLink II silicon platform. As noted in the 2009 10-K, the Company believes it has meritorious defenses and intends to defend against this action vigorously. As recently as October 19, 2010, Xpoint filed a
motion to amend its complaint for a third time to limit its claims solely to allegations of indirect infringement based on the Company’s SPIDA product. In addition, the Company estimates that the loss of revenues relating to the intellectual
property in dispute would not be material to the Company or investors. In response to the Commission’s comment, the Company undertakes to clarify this disclosure in its future filings.

 Securities and Exchange Commission

 Attention: Kevin L. Vaughn

 January 6, 2011

 Page
 3

 Item 11, Executive Compensation, page 86

2.
 We refer to your disclosure in the second paragraph under “Cash-Based Compensation” that you have incorporated by reference from page
18 of your proxy statement. In future filings, please identify the companies in the peer group and disclose how the data was utilized, such as how the data relates to the compensation you pay to your NEOs.

Response:

 In response to the Commission’s comment, the Company undertakes in future filings to identify the companies in the peer group and disclose how the data was utilized, including how the data relates to
the compensation it pays its NEOs. The Company supplementally advises the Commission that it did not have a specific peer group in the 2009 analysis, but rather used a general technology survey (the “Radford Global Technology Survey”)
prepared by Radford Surveys + Consulting (“Radford”) that referred to high technology public companies with less than $50 million of annual revenue. More recently, however, the Compensation Committee and Radford have identified and created
a specific peer group for executive compensation purposes that the Company intends to use in its 2011 analysis.

3.
 The first sentence of the third paragraph under the heading of “Cash-Based Compensation” states that base salaries and target incentive
cash compensation are set within a range. The second sentence states that such compensation components are set based on performance and contribution and “numerous other factors.” Please reconcile. To the extent you target total
compensation or any components to the “range” you mention, please tell us, and revise future filings to disclose, that range. Also, if the amounts you actually pay deviate materially from that range, please tell us, and revise future
filings to explain, the reasons for the difference.

 Response:

In response to the Commission’s comment, the Company advises the Commission that in 2009 the Compensation Committee
set base salaries and target incentive cash compensation within the range of total target cash compensation reported in the Radford Global Technology Survey. The Compensation Committee reviews this information since the companies represented in the
Radford Global Technology Survey generally compete for executives with the same skill sets, experience and other qualifications that are sought by the Company. The Company further advises the Commission that the Compensation Committee targets total
cash compensation at the midpoint of the range in the survey as an initial reference point, but then adjusts actual base salary and target incentive cash compensation based on individual performance and contribution as well as numerous other
factors, which in past years has included experience, market competitiveness for the talent in a similar role, company performance, internal pay relativities, the ability to affect Company performance, as well as individual factors and needs. Actual
cash compensation did not materially deviate from the range in the Radford Global Technology Survey. The Company undertakes to revise future filings to clarify its use of survey data in future filings.

 Securities and Exchange Commission

 Attention: Kevin L. Vaughn

 January 6, 2011

 Page
 4

4.
 Please tell us, and revise future filings to clarify, how you determine the relative proportion of base salary and incentive compensation as it
relates to the “range” mentioned in your disclosure.

 Response:

In response to the Commission’s comment, the Company advises the Commission that the Compensation Committee
determines the relative proportion of base salary and incentive compensation based on the individual responsibilities of the executive officer. For example, the Vice President of Worldwide Sales has a higher percentage of target total cash
compensation based on achievement of target incentives than the Vice President of Human Resources. The proportion of incentive compensation for a specific executive officer role is reported in the Radford Global Technology Survey and the Company and
the Compensation Committee use this data to identify and guide the setting of appropriate percentages. In 2009, the relative proportion of base salary versus incentive compensation did not materially deviate from the range in the Radford Global
Technology Survey. The Company undertakes to revise future filings to clarify its use of survey data in setting relative proportions of compensation in its future filings.

 Quarterly Report on Form 10-Q for the period ended October 3, 2010

 Note 1 — The Company and Basis of Presentation, page 7

5.
 We note that you recorded out of period adjustments of $209,000 and $131,000 during the period ended October 3, 2010. Please explain to us
in greater detail the nature of the errors. In addition, please provide us with your full materiality analysis for 2010 and for any prior periods affected by the errors, including a discussion of how you considered the quantitative impact of the
errors. For reference see SABs 99 and 108.

 Response:

During the three and nine month periods ended October 3, 2010, the Company recorded the following two out of period
adjustments (all amounts in $’000’s):

 3 months ended

Oct-3-10

 9 months ended

Oct-3-10

 Relating to intraperiod tax allocation, net

209,000

209,000

 Relating to intercompany dividend (Q2, 2010)

—

(78,000
)

 Net

209,000

131,000

 A further description of the nature of each of the two adjustments listed above is as
follows:

 Intraperiod tax allocation

During the third quarter of fiscal 2010, an adjustment was identified relating to the Company’s prior application of
ASC 740-20-45-7 (FAS 109 Para. 140) - Intraperiod Tax Allocations.

 Securities and Exchange Commission

 Attention: Kevin L. Vaughn

 January 6, 2011

 Page
 5

 In summary, ASC 740 requires companies to determine tax expense
without regard to the tax effects of income from other categories of income or loss such as Accumulated Other Comprehensive Income (AOCI) or discontinued operations and compute the tax provision on a with and without basis. However, ASC
740-20-45-7 provides an exception to the with and without approach when there is (i) a pre-tax loss from continuing operations and (ii) pre-tax income from other categories. This exception applies regardless of whether the company has a
valuation allowance against its net deferred tax assets.

 QuickLogic had book and tax losses on a US and
consolidated basis for 2009 and for 2010. In addition, the Company established a full valuation allowance against its US deferred tax assets several years ago. In QuickLogic’s case however, although the Company experienced losses from
continuing operations in fiscal 2009, it recorded unrealized gains of approximately $1.1 million in 2009 in AOCI attributable to unrealized gains on investments in held for sale securities. The guidance in ASC 740-20-45-7 requires the unrealized
gain in AOCI to be tax effected with a corresponding tax benefit being recorded in continuing operations. The tax effect of these unrealized gains amounted to $436,000.

Furthermore, in Q1, 2010, the Company made partial sales of its single available for sale security requiring the reversal
of the tax expense recorded in AOCI in the amount of $227,000. The net impact of recording these correcting entries in the third quarter of fiscal 2010 was $209,000.

 Intercompany dividend

 During the second quarter of fiscal
2010, an adjustment was identified relating to the Company’s prior accounting for an intercompany dividend paid by one of the Company’s wholly owned subsidiaries. In Q4, 2008, the intercompany dividend of $78,000 had incorrectly been
reflected in the consolidated income statement and not eliminated on consolidation as opposed to being reflected through retained earnings. The correcting entry was recorded through interest income and other, net in the second quarter of 2010.

 Materiality assessment

 In assessing the materiality of the adjustments above, the Company considered the following guidance:

•

 SAB 99 “Materiality”;

•

 SAB 108 “Considering the effects of prior year misstatements when quantifying misstatements in current year financial statements”;
and

•

 ASC 270-10-45-16 “Interim Financial Statements.”

Management assessed the adjustments on the periods in which the originating entries arose and also the periods in which
the entries were corrected.

 Securities and Exchange Commission

 Attention: Kevin L. Vaughn

 January 6, 2011

 Page
 6

 Assessment of impact of incorrect recording of intercompany dividend

Had the entries relating to the intercompany dividend been posted correctly to the period to which they related, the
impact on the key financial statement line items would have been as follows (all amounts in $’000’s, except EPS):

Q4 2008

FY 2008

As reported

As adjusted

As reported

As adjusted

 Interest income and other (expense), net

(94
)

(172
)

(6
)

(84
)

 Net Loss

(2,620
)

(2,698
)

(9,355
)

(9,433
)

 Other long-term assets

903

825

903

825

 EPS

(0.09
)

(0.09
)

(0.32
)

(0.32
)

 % impact on net loss

3
%

1
%

 Assessment of impact of
incorrect recording of intraperiod tax allocation

 Had the entries relating to the intraperiod tax
allocation been posted correctly to the period to which they related, the impact on the key financial statement line items would have been as follows (all amounts in $’000’s, except EPS):

Q1 2009

Q2 2009

Q3 2009

Q4 2009

FY 2009

Q1 2010

 As

 reported

 As

 adjusted

 As

 reported

 As

 adjusted

 As

 reported

 As

 adjusted

 As

 reported

 As

 adjusted

 As

 reported

 As

 adjusted

 As

 reported

 As

 adjusted

 Interest income and other (expense), net

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

 Provision for (benefit from) income taxes

4

(43
)

(15
)

(67
)

7

(305
)

(59
)

(85
)

(63
)

(500
)

15

242

 Net Loss

(1,596
)

(1,549
)

(3,227
)

(3,175
)

(2,997
)

(2,685
)

(1,934
)

(1,908
)

(9,754
)

(9,317
)

(143
)

(370
)

 Accumulated other comprehensive income

121

74

255

203

1,062

750

1,130

1,104

1,130

693

1,005

796

 Total stockholders equity

20,771

20,771

18,435

18,435

17,009

17,009

21,259

21,259

21,259

21,259

21,825

21,825

 EPS

(0.05
)

(0.05
)

(0.11
)

(0.11
)

(0.10
)

(0.09
)

(0.06
)

(0.06
)

(0.32
)

(0.30
)

—

0.01

 % impact on net loss

-3
%

-2
%

-10
%

-1
%

-4
%

159
%

 Notes:

 (1) The impact to each of the four quarters in fiscal 2009 is a reduction in AOCI (to tax effect the unrealized gain recorded in the period) with a
corresponding credit to the provision for (benefit from) income taxes. The cumulative effect of the adjustments in fiscal 2009 amounted to $436,000 and represents the tax effect of unrealized gains recorded in 2009 of $1.1
million.

 (2) The impact to the first quarter of fiscal 2010 reflects the reversal of tax expense recorded in AOCI in the amount of $227,000 resulting from the partial
sale of the investment held for sale.

 Securities and Exchange Commission

 Attention: Kevin L. Vaughn

 January 6, 2011

 Page
 7

 Assessment

December 20, 2010

Ralph S. Marimon Vice President, Finance and Chief Financial Officer QuickLogic Corporation 1277 Orleans Drive
Sunnyvale, CA 94089
 Re: QuickLogic Corporation
  Form 10-K for the fiscal year ended January 3, 2010
   Filed March 12, 2010   Form 10-Q for the period ended October 3, 2010   File No. 0-22671

Dear Mr. Marimon:
We have reviewed your filing and have the follo wing comments.  In some of our comments, we
may ask you to provide us with informati on so we may better understand your disclosure.
 Please respond to this letter within ten busine ss days by providing the requested information, or by
advising us when you will provide the requested res ponse.  If you do not believe  our comments apply to
your facts and circumstances or do not believe an am endment is appropriate, please tell us why in your
response.
 After reviewing the information you provide in  response to these comments, we may have
additional comments.

Form 10-K for the fiscal year ended January 3, 2010

 Item 1.  Business, page 3

 1. Please tell us, with a view toward disclosure in future filings:

• the portion of your revenues related to the patent  or patents set to expi re in 2010.  We note the
disclosure in the penultimate  paragraph on page 17; and

Ralph S. Marimon
QuickLogic Corporation
December 20, 2010
 Page 2
• the portion of your revenues derived from the inte llectual property in di spute, as mentioned on
Note 16 on pages 81-82, and which of your produc ts or technology allegedly infringes on the
plaintiff’s patent.  For example, does the disp ute relate to the ViaL ink technology mentioned
on page 4, which you describe as the “founda tion of [y]our competitive advantage?”
 Item 11.  Executive Compensation, page 86

 2. We refer to your disclosure in the second para graph under "Cash-Based Compensation” that you
have incorporated by reference from page 18 of your proxy statement.  In future filings, please
identify the companies in the peer group and disclo se how the data was utilized, such as how the
data relates to the compensation you pay to your NEOs.

3. The first sentence of the third paragraph under th e heading of “Cash-Based Compensation” states
that base salaries and target  incentive cash compensation are set within a range.  The second
sentence states that such compensation compone nts are set based on performance and contribution
and “numerous other factors.”  Please reconcile.  To the extent you target total compensation or
any components to the “range” you mention, please te ll us, and revise future filings to disclose,
that range.  Also, if the amounts yo u actually pay deviate materially from that range, please tell us,
and revise future filings to expl ain, the reasons for the difference.

4. Please tell us, and revise future filings to cl arify, how you determine the relative proportion of
base salary and incentive compensation as it relates to the “range” mentione d in your disclosure.
 Quarterly Report on Form 10-Q fo r the period ended October 3, 2010

 Note 1 — The Company and Basis of Presentation, page 7

5. We note that you recorded out of period adjustments of $209,000 and $131,000 during the period
ended October 3, 2010.  Please explain to us in greater detail the natu re of the errors.  In addition,
please provide us with your full materiality analys is for 2010 and for any prior periods affected by
the errors, including a discussion of how you considered the quantitative impact of the errors. For reference see SABs 99 and 108.

Liquidity and Capital Resources, page 26

6. With a view toward clarified disclosure in future  filings, please tell us the material purposes of
your financing transactions with  Silicon Valley Bank.  For example,  explain why during your third
fiscal quarter you repaid the en tire principal amount outstandi ng, reborrowed the same principal
amount with the same interest rate and then, s ubsequent to the quarter end, repaid the entire
principal amount again.

We urge all persons who are responsible for the a ccuracy and adequacy of the disclosure in the
filing to be certain that the filing includes the information the Secu rities Exchange Act of 1934 and all
applicable Exchange Act rules require.  Since the company and its management are in possession of all

Ralph S. Marimon
QuickLogic Corporation December 20, 2010
 Page 3
facts relating to a company’s disclosure, they ar e responsible for the accur acy and adequacy of the
disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

You may contact Eric Atallah, Staff Accountan t at (202) 551-3663 or Lynn Dicker, Reviewing
Accountant at (202) 551-3616 if you have questions re garding comments on the financial statements and
related matters.  Please contact Tom Jones, St aff Attorney at (202) 551-3286 or Geoff Kruczek,
Reviewing Attorney at (202) 551-3608 w ith any other questions.  In this regard, do not hesitate to contact
me at (202) 551-3643 with any questions.

Sincerely,

Kevin L. Vaughn Accounting Branch Chief

Mail Stop 6010

April 4, 2007

E. Thomas Hart
Chief Executive Officer
QuickLogic Corporation
1277 Orleans Drive
Sunnyvale, CA  94089

 Re: QuickLogic Corporation
  Form 10-K for the Fiscal Year Ended January 1, 2006
   File No. 0-22671

Dear Mr. Hart:

 We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.

Sincerely,

       M a r t i n  F .  J a m e s
       Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

March
23, 2007

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, N.W.

Washington, DC 20549

Attention:  Kevin L. Vaughn, Branch
Chief

  Re:

  QuickLogic Corporation

  Form 8-K filed January 31, 2007

  File No. 0-22671

Dear
Mr. Vaughn:

We
are submitting this letter on behalf of QuickLogic Corporation (the “Company”)
in response to the Securities and Exchange Commission’s (the “Commission”)
letter dated March 13, 2007 (the “Comment Letter”) addressed to E. Thomas
Hart, Chief Executive Officer of the Company.
For your convenience, we have repeated your comment below and the
headings and numbered responses in this response letter correspond to the headings
and numbered comments contained in the Comment Letter.  Please feel free to contact me at the number
at the end of this response letter with any further questions or comments you
may have.

Form 8-K filed January 31, 2007

1.                                      We note that you present a
non-GAAP statement of operations.  This presentation
may be confusing to investors as it also reflects several non-GAAP measures,
including but not limited to non-GAAP cost of revenue, non-GAAP gross profit,
non-GAAP operating expenses, non-GAAP income (loss) from operations and
non-GAAP income (loss) before income taxes, which have not been adequately
described to investors.  In fact, it
appears that management does not use these non-GAAP measures but they are shown
here as a result of the presentation format.
Please note that Instruction 2 to Item 2.02 of Form 8-K requires that
when furnishing information under this item you must provide all the
disclosures required by paragraph (e)(1)(i) of Item 10 of Regulation S-K,
including a reconciliation to the directly comparable GAAP measure for each non-GAAP
measure presented and explain why you believe the measures provide useful
information to investors.

·                                          To eliminate investor confusion,
please remove the non-GAAP statements of operations from all future filings and
instead disclose only those non-GAAP measures used by management that you wish
to highlight for investors, with the appropriate reconciliations.

·                                          Please note that in the event that your Form 8-K is incorporated by
reference into a 33 Act registration statement, we may have additional questions
relating to the appropriateness of this information being included in a
document filed with, and not just furnished to, the Commission.  At that time, we may request an amendment to
the Form 8-K.

Securities and Exchange Commission

Attention:  Kevin L. Vaughn

March 23, 2007

Page 2

Response:

In
response to the Staff’s comment, in all future filings, the Company intends to
remove the non-GAAP statements of operations and instead disclose only those
non-GAAP measures used by management that we wish to highlight for
investors.  We currently anticipate that
these measures will include non-GAAP operating income, non-GAAP net income,
non-GAAP diluted net income per common share, and non-GAAP gross margin
percentage.  In accordance with
Instruction 2 to Item 2.02 of Form 8-K, we will provide all the disclosures
required by paragraph (e)(1)(i) of Item 10 of Regulation S-K, including a
reconciliation to the directly comparable GAAP measure for each non-GAAP
measure presented as well as an explanation as to why we believe the measures
provide useful information to investors.

Attached hereto is
an acknowledgement from the Company affirming that the Company is responsible
for the adequacy and accuracy of the disclosure in the filing referenced above,
the Staff comments or changes to disclosure in response to Staff comments do
not foreclose the Commission from taking any action with respect to the filing;
and the Company may not assert Staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of
the United States.

Should the Staff have any additional comments or questions, please
contact me at 650.320.4693.  We
respectfully request that the Staff confirm that it has no additional requests
or comments.

  Sincerely,

  WILSON SONSINI
  GOODRICH & ROSATI

  Professional
  Corporation

  /s/ Aaron J. Alter

  Aaron J. Alter

  cc:

  E. Thomas Hart — Chief
  Executive Officer

  Carl Mills — Chief Financial
  Officer

  Christine
  Russell — Chairperson of the Audit Committee

  Alan Woolery and
  Vikram Khosla — PricewaterhouseCoopers

  Patricia Hart,
  Esq. — Corporate Counsel

March
23, 2007

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, N.W.

Washington, DC 20549

Attention:  Kevin L. Vaughn, Branch
Chief

  Re:

  QuickLogic Corporation

  Form 8-K filed January 31, 2007

  File No. 0-22671

Dear Mr. Vaughn:

In connection with that certain
letter dated March 23, 2007 from Wilson Sonsini Goodrich & Rosati on behalf
of QuickLogic Corporation (the “Company”) to the Securities and Exchange
Commission, the Company hereby acknowledges that:

·                  The
Company is responsible for the adequacy and accuracy of the disclosure in the
filings referenced above;

·                  Staff
comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

·                  The
Company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

  Sincerely,

  QuickLogic Corporation

  /s/ Carl M. Mills

  Carl M. Mills, Chief Financial Officer

Mail Stop 6010

     March 13, 2007

Via Facsimile and U.S. Mail

E. Thomas Hart
Chief Executive Officer
QuickLogic Corporation
1277 Orleans Drive
Sunnyvale, CA  94089

 Re: QuickLogic Corporation
  Form 10-K for the Fiscal Year Ended January 1, 2006
   Form 8-K filed January 31, 2007
  File No. 0-22671

Dear Mr. Hart:

We have reviewed your letter dated on February 14, 2007 and have the following
comments.  Where indicated, we think you should revise your future filings 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 comment or on any other aspects of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

E. Thomas Hart
QuickLogic Corporation
March 13, 2007 Page 2
Form 8-K filed January 31, 2007

1. We note that you present a non-GAAP statement of operations. This presentation may be confusing to investors as it also reflects several non-GAAP measures, including but not limited to non-GAAP cost of revenue, non-GAAP gross profit, non-GAAP operating expenses, non-GAAP inco me (loss) from operations and
non-GAAP income (loss) before income taxes, which have not been adequately described to investors. In fact, it appears that management does not use these non-GAAP measures but they are shown here as a result of the presentation format.  Please note that Instruction 2 to Item 2.02 of Form 8-K requires that when furnishing information under this item you must provide all the disclosures required by paragraph (e)(1)(i) of Item 10 of Regulation S-K, including a reconciliation to the directly comparable GAAP measure for each non-GAAP measure presented and explain why you believe the measures provide useful information to investors.

• To eliminate investor confusion, please remove the non-GAAP statements of operations from all future filings and instead disclose only those non-GAAP measures used by management that you wish to highlight for investors, with the appropriate reconciliations.

• Please note that in the event that your Form 8-K is incorporated by reference into a 33 Act registration statement, we may have additional questions relating to the appropriateness of this information being included in a document filed with, and not just furnished to, the Commission.  At that time, we may request an amendment to the Form 8-K.

As appropriate, please respond to these comments within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter that keys your responses to our comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please file your cover letter on EDGAR.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

You may contact Eric Atallah, Staff Acc ountant, at (202) 551-3663 or me at (202)
551-3643 if you have questions regarding these co mments.  In this regard, do not hesitate
to contact Martin James, the Senior A ssistant Chief Accountant, at (202) 551-3671.

        S i n c e r e l y ,

        Kevin L. Vaughn
        B r a n c h  C h i e f

E. Thomas Hart
QuickLogic Corporation
March 13, 2007 Page 3

CORRESP
1
filename1.htm

February
14, 2007

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, N.W.

Washington, DC 20549

Attention:
Kevin L. Vaughn, Branch Chief

Re:                             QuickLogic Corporation

Form 10-K for the Fiscal Year Ended January 1, 2006

Form 10-Q for the Quarterly Period Ended October 1, 2006

File No. 0-22671

Dear
Mr. Vaughn:

We are submitting this letter on behalf of QuickLogic Corporation (the “Company”)
in response to the Securities and Exchange Commission’s (the “Commission”)
letter dated January 31, 2007 (the “Comment Letter”) addressed to E. Thomas
Hart, Chief Executive Officer of the Company. For your convenience, we have
repeated your comments 1 through 2 below and the headings and numbered
responses in this response letter correspond to the headings and numbered
comments contained in the Comment Letter. Please feel free to contact me at the
number at the end of this response letter with any further questions or
comments you may have.

Form 10-K for the Fiscal Year Ended January 1, 2006

Note 1 — The Company and the Basis of Presentation, page 62

1.             We note that
although your fiscal year ends on the Sunday closest to December 31, you
present consolidated balance sheets and income statements as of and for the
periods ended December 31, 2005, 2004 and 2003 for presentation purposes.
Please revise future filings to present your financial statements so that the
year ends referred to in the filing correspond to your actual year ends.
Additionally please ensure that the Report of your Independent Registered Public
Accounting Firm also refers to your actual year ends.

Response:

In response to the Staff’s comment, in all future filings, the Company
intends to present its financial statements as of its actual fiscal year end
and will ensure that the Report of its Independent Registered Public Accounting
Firm also refers to the Company’s actual fiscal year end.

Form 10-Q for the Quarterly Period Ended October 1,
2006

Note 1 — The Company and Basis of Presentation, page 7

2.             We note your disclosure related to your adoption of
Staff Accounting Bulletin No. 108, Considering
the Effects of Prior Year Misstatements when Quantifying Misstatements in
Current Year Financial Statements (SAB 108). You state that
your review of employee stock option grants concluded that certain errors
committed in the process of documenting grants and accounting for stock options
were not material to any prior year end. However, given that the effect of
correcting these errors in 2006 would cause the 2006 consolidated financial
statements to be materially misstated, you have concluded that the cumulative
effect adjustment method of initially applying the guidance of SAB 108 was
appropriate.

Please note that the SAB 108 transition
provisions provide for a cumulative effect adjustment for errors determined to
be immaterial in prior periods under an issuer’s previous and properly applied
methodology, and after considering appropriate qualitative factors, but that
are material to those periods based on the guidance of SAB 108.
SAB 99 notes that a materiality evaluation must be based on all relevant
quantitative and qualitative factors. Based on your facts and circumstances,
and given the subject matter of the review, it is unclear whether the use of
the one-time cumulative effect adjustment permitted by SAB 108 is
appropriate. Please address the following:

·                  Provide us with your annual SAB 99 materiality analysis explaining
how you determined that the errors related to each prior period were immaterial
on both a quantitative and qualitative basis. Please ensure your response
addresses all of the qualitative factors outlined in SAB 99 and any other
relevant qualitative factors. Please also provide additional detail with
respect to the adjustments made to the employee grants after the grant date.

·                  If you have concluded that the effects of these errors on prior periods
would have been considered material in each period based on the guidance of
SAB 108, provide us with your SAB 108 materiality analysis for each
period.

·                  If you have concluded that the effects of these errors on prior periods
would not have been considered material in each period based on the guidance of
SAB 108, tell us why you believe the use of the one-time cumulative
effect adjustment permitted by SAB 108 is appropriate.

Response:

Background

Under the
direction of the Audit Committee of the Board of Directors and with the
assistance of Ireland San Filippo LLP, an independent accounting firm that
assists the Company with its Sarbanes-Oxley

 2

internal
controls testing, and Wilson Sonsini Goodrich & Rosati, the Company
voluntarily conducted an internal review of the Company’s historical stock
option granting practices and related accounting for the period from October
15, 1999, the date of its initial public offering, through July 28, 2006, the
date upon which stock option exercises were suspended subject to completion of
the stock option review. The review consisted of approximately 1,450 grants and
405 employee files, which covers all grants, terminations and new hires during
the period under review. The review took approximately five months to complete.

During its review,
the Company identified certain errors committed in the process of documenting
grants and accounting for stock options associated with measurement dates,
grants made to individuals prior to meeting the definition of an employee under
GAAP, non-employee grants, modification of options and previously reported
deferred stock compensation charges. While management did find errors, it did
not find any systematic or pervasive practices to account for stock options in
a manner inconsistent with GAAP or the Company’s stated policies and
procedures. It did not find evidence that the errors were motivated by any
intention to mislead investors or affect reported financial results.

The findings of
the Company’s review, its assessment of the findings, its materiality
assessment and the application of SAB 108 were reviewed by the Audit Committee,
external auditors and outside legal counsel prior to filing the Company’s 10-Q
for the second quarter of 2006 on December 22, 2006.

Accounting
Policies and Principles

Prior to fiscal
2006, the Company accounted for employee stock options using Accounting
Principles Board Opinion No. 25, “Accounting
for Stock Issued to Employees” (“APB 25”) and the disclosure-only
provisions of Statement of Financial Accounting Standard (“SFAS”) No. 123, “Accounting for Stock-Based Compensation” (“SFAS
123”). In 1997 and 1999, the Company recorded deferred stock compensation on
employee stock options issued prior to becoming a public company and amortized
the cheap stock charge over the vesting period of the options. Beginning in
fiscal 2006, the Company adopted SFAS No. 123(R), “Share-Based Payment” (“SFAS 123(R)”).

Prior to the
adoption of Staff Accounting Bulletin No. 108, “Considering
the Effects of Prior Year Misstatements when Quantifying Misstatements in
Current Year Financial Statements” (“SAB 108”) in fiscal 2006, the
Company used the rollover method to analyze the materiality of potential
adjustments to its financial statements.

Summary of the Financial Impact of Findings

A summary of
the financial impact of the Company’s findings from its review of stock option
granting practices and related accounting is as follows (all amounts are
pre-tax in thousands):

 3

  Description

  Amount

  1

  From October 1999 through May 2004, the date used to
  determine the exercise price for certain stock option grants preceded the
  finalization of the approval process of those grants for accounting purposes
  due to administrative errors in documenting or approving the grants. The
  total intrinsic value (the difference between the exercise price and the
  price of the Company’s stock on the measurement date) of these “in-the-money”
  grants should have been amortized over their vesting period in the Company’s
  previously issued consolidated financial statements.

  $

  787

  2

  From October 1999 through July 2002, certain
  individuals were granted options prior to meeting all of the criteria of an
  employee under GAAP, as defined by APB 25 and related interpretations, due to
  errors in documenting the individuals’ start of employment. The total intrinsic
  value of these grants should have been amortized over their vesting period in
  the Company’s previously issued consolidated financial statements.

  449

  3

  The Company found accounting errors related to
  non-employee option grants from January 2000 through October 2002 which
  should have been recorded over their vesting period.

  328

  4

  The Company found errors related to the modification
  of stock options to certain employees between March 2001 and August 2005, for
  which charges should have been recorded. The errors were the result of
  unclear documentation and lapses in communication concerning employee
  termination agreements. Generally, these modifications were made in the
  context of separation agreements that permitted additional vesting and/or
  time to exercise options after the employee had ceased performing services.

  132

  5

  In accordance with APB 25, the Company recorded
  deferred stock-based compensation in connection with grants of stock options
  to employees and directors prior to the Company’s initial public offering if
  the fair market value of the Company’s common stock determined for financial
  reporting purposes was greater than the fair value determined by the Board of
  Directors on the date of grant (commonly known as a “cheap stock” charge). As
  of October 15, 1999, the Company had approximately $1.6 million of deferred
  stock-based compensation recorded in the stockholders’ equity section of the
  balance sheet, which was amortized over the original vesting period of the
  stock options. During the review, the Company determined that the reported
  deferred stock-based compensation account was not properly adjusted to
  reflect forfeitures. If an option is forfeited, the deferred stock-based
  compensation balance related to unvested options should be reversed and no
  future expense recognized. As a result, total stock-based compensation
  expense was overstated from October 1999 through December 2003 due to this
  accounting error in the application of the provisions of APB 25.

  (732)

  Total

  $

  964

 4

The impact of
the errors if they had been appropriately recorded in the Company’s previously
issued statements of operations under the rollover method is as follows (in
thousands):

  Fiscal Year

  Net Income (Loss)

  (as previously

  reported)

  Adjustment

  Net Income (Loss)

  (as adjusted)

  Percentage of

  Reported Net

  Income (Loss)

  1999

  $

  3,161

  $

  45

  $

  3,206

  1.4

  %

  2000

  9,630

  (233

  )

  9,397

  2.4

  %

  2001

  (26,478

  )

  (195

  )

  (26,673

  )

  0.7

  %

  2002

  (31,287

  )

  (148

  )

  (31,435

  )

  0.5

  %

  2003

  (4,719

  )

  (118

  )

  (4,837

  )

  2.5

  %

  2004

  (8,832

  )

  (230

  )

  (9,062

  )

  2.6

  %

  2005

  2,350

  (85

  )

  2,265

  3.6

  %

  $

  (964

  )

The impact of
the errors, if the cumulative amount of the errors including amounts related to
previous years had been recorded in one fiscal year under the iron curtain
method, is as follows (in thousands):

  Fiscal Year

  Net Income (Loss)

  (as previously

  reported)

  Adjustment

  Cumulative

  Adjustment

  Net Income (Loss)

  (as adjusted)

  Percentage of

  Reported Net

  Income (Loss)

  1999

  $

  3,161

  $

  45

  $

  45

  $

  3,206

  1.4

  %

  2000

  9,630

  (233

  )

  (188

  )

  9,442

  2.0

  %

  2001

  (26,478

  )

  (195

  )

  (383

  )

  (26,861

  )

  1.4

  %

  2002

  (31,287

  )

  (148

  )

  (531

  )

  (31,818

  )

  1.7

  %

  2003

  (4,719

  )

  (118

  )

  (649

  )

  (5,368

  )

  13.8

  %

  2004

  (8,832

  )

  (230

  )

  (879

  )

  (9,711

  )

  10.0

  %

  2005

  2,350

  (85

  )

  (964

  )

  1,386

  41.0

  %

  $

  (964

  )

SAB 99
Analysis

Quantitative Factors

The first step in analyzing materiality under SAB 99 is a quantitative
analysis.

The Company
has identified issues that resulted in: a) a charge to the financial
statements; b) a reversal of a charge already reflected in the financial
statements; and, c) no charge to the financial statements because the market
value of the common stock on the measurement date was below the exercise price.
The Company considered the adjustments on both an individual and aggregate
basis and concluded that all the adjustments are related to incorrectly
accounting for stock options and would be reported on the same financial
statement line items. Accordingly, the Company believes it is appropriate to
aggregate these errors for its materiality assessment. Furthermore, the Company
believes that the rollover method to

 5

analyze the
materiality of potential adjustments to its financial statements is the most
appropriate method since this was the method used prior to the adoption of SAB
108.

Rollover
Method Analysis

In the aggregate,
the total charges identified by the Company’s review were $964,000 affecting
fiscal years from 1999 through 2005. Net income (loss) is used in this analysis
since the Company operated at a loss in most reporting periods that are
encompassed by the review, the amounts that should have been recorded primarily
affect operating expenses, and the effects on the Company’s tax provision were
minimal. On an annual basis under the rollover method, the maximum amount that
relates to any one year is $233,000 and in no year is the amount more than 3.6%
of net income (loss) or more than 0.9% of operating expenses, which consists of
research and development and sales, general and administrative expenses. In
none of the seven fiscal years would the charge have resulted in net income
becoming a net loss. Therefore, management believes that, under the rollover
method, the result of recording the portion of the $964,000 total charge in the
appropriate year would not be material on a quantitative basis to that year.

As of June 30,
2006, the aggregate charge of $964,000 represented 0.8% of accumulated deficit
on the balance sheet and 2.3% of stockholders’ equity. If the aggregate charge
were fully recorded in the second quarter of 2006, the reported net loss would
have changed from $1.7 million to $2.7 million, representing 36% of the net
loss including the aggregate charge. If the aggregate charge were fully
recorded in fiscal 2006, management estimated that the net loss would have
changed from approximately $8.7 million to $9.7 million, representing 10.0% of
the net loss including the aggregate charge. At the time the Company’s analysis
was performed (which was prior to the end of fiscal 2006), the estimate for
fiscal 2006 was based on the Company’s most recent forecast and could have
changed by up to $1.0 million in either direction due to several factors
including revenue levels, spending levels, product mix and production
variances. If the estimated fiscal year loss was $1.0 million lower, the
estimated net loss would have been approximately $8.7 million after recording
the aggregate charge, which represented 11.1% of the net loss including the
aggregate charge. If the estimated fiscal year loss was $1.0 million higher,
the estimated net loss would have been approximately $10.7 million after
recording the aggregate charge, which represented 9.0% of the net loss.
Therefore, at the time, management believed that the result of recording the
aggregate charge of $964,000 in fiscal 2006 would have resulted in a change in
the Company’s net loss of between 9% and 11% and a change in the Com

Mail Stop 6010

     January 31, 2007

Via Facsimile and U.S. Mail

E. Thomas Hart
Chief Executive Officer
QuickLogic Corporation
1277 Orleans Drive
Sunnyvale, CA  94089

 Re: QuickLogic Corporation
  Form 10-K for the Fiscal Year Ended January 1, 2006
  Form 10-Q for the Quarterly Period Ended October 1, 2006
  File No. 0-22671

Dear Mr. Hart:

We have reviewed your filings and have the following comments.  We have
limited our review to matters related to the issues raised in our comments.  Where
indicated, we think you should revise your future filings 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 comment or on any other aspects of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the Fiscal Year Ended January 1, 2006

E. Thomas Hart
QuickLogic Corporation
January 31, 2007 Page 2

Note 1 – The Company and Basis of Presentation, page 62

1. We note that although your fiscal year ends on the Sunday closest to December 31, you present consolidated balance sheets and income statements as of and for the periods ended December 31, 2005, 2004 and 2003 for presentation purposes.  Please revise future filings to present your financial statements so that the year ends referred to in the filing correspond to your actual year ends.  Additionally please ensure that the Report of your Independent Registered Public Accounting Firm also refers your actual year ends.

Form 10-Q for the Quarterly Period Ended October 1, 2006

Note 1 – The Company and Basis of Presentation, page 7

2. We note your disclosure related to your adoption of Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements  (SAB 108).  You state that
your review of employee stock option grants concluded that certain errors committed in the process of documenting grants and accounting for stock options were not material to any prior year end.  However, given that the effect of correcting these errors in 2006 would cause the 2006 consolidated financial statements to be materially misstated, you have concluded that the cumulative effect adjustment method of initially applying the guidance of SAB 108 was appropriate.

Please note that the SAB 108 transition provisions provide for a cumulative effect adjustment for errors determined to be immaterial in prior periods under an issuer’s previous and properly applied methodology, and after considering appropriate qualitative factors, but that are material to those periods based on the guidance of SAB 108.  SAB 99 notes that a materiality evaluation must be based on all relevant quantitative and qualitative factors.  Based on your facts and circumstances, and given the subject matter of the review, it is unclear whether the use of the one-time cumulative effect adjustment permitted by SAB 108 is appropriate.  Please address the following:

• Provide us with your annual SAB 99 materiality analysis explaining how you determined that the errors related to each prior period were immaterial on both a quantitative and qualitative basis.  Please ensure your response addresses all of the qualitative factors outlined in SAB 99 and any other relevant qualitative factors.  Please also provide additional detail with respect to the adjustments made to the employee grants after the grant date.

E. Thomas Hart
QuickLogic Corporation
January 31, 2007 Page 3
• If you have concluded that the effects of these errors on prior periods would have been considered material in each period based on the guidance of SAB 108, provide us with your SAB 108 materiality analysis for each period.

• If you have concluded that the effects of these errors on prior periods would not have been considered material in each period based on the guidance of SAB 108, tell us why you believe the use of the one-time cumulative effect adjustment permitted by SAB 108 is appropriate.

* * * * * * * *

As appropriate, please respond to these comments within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter that keys your responses to our comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please file your cover letter on EDGAR.  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.  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 connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that

• The company is responsible for the adequacy and accuracy of the disclosure in the filings;
• Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
• The company may not assert staff comments 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 Di vision of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

E. Thomas Hart
QuickLogic Corporation
January 31, 2007 Page 4
You may contact Eric Atallah, Staff Acc ountant, at (202) 551-3663 or me at (202)
551-3643 if you have questions regarding these comments.  In this regard, do not hesitate to contact Martin James, the Senior A ssistant Chief Accountant, at (202) 551-3671.

        S i n c e r e l y ,

        Kevin L. Vaughn
        B r a n c h  C h i e f

Mail Stop 03-06

April 20, 2005

Via Facsimile to (408) 990-4040 and U.S. Mail

Mr. Carl M. Mills
Chief Financial Officer
Quicklogic Corporation
1277 Orleans Drive
Sunnyvale, CA 94089

 Re: Quicklogic Corporation
  Form 10-K for the fiscal year ended January 2, 2005
  File No. 000-22671

Dear Mr. Mills:

We have reviewed your filing and have the following comments.  We have
limited our review to matters related to the issues raised in our comments.  Where
indicated, we think you should revise your future filings 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 comment or on any other aspects of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Carl M. Mills
Quicklogic Corporation
April 20, 2005 Page 2
Form 10-K for the fiscal year ended January 2, 2005

Consolidated Financial Statements – Page 46

Note 2 – Significant Accounting Policies – Page 55

Revenue Recognition – Page 57

1. We note your disclosure on page 22 regarding price adjustments that you offer to distributors in order to ensure the distributors receive a negotiated margin.  It appears that you offer price concessions to your customers that are based on future market conditions over which you do not exercise control.   In light of this fact, please respond to the following:

a) Tell us and disclose in future filings when you record revenue and the related estimate for sales returns for these transactions.  Discuss when and how these price adjustments are determined.

b) Tell us how you concluded that you meet the fixed and determinable price criteria of SAB 104 with respect to these sales.

c) To the extent material, supplementally show us and revise future filings to include this account in your valuation and qualifying accounts schedule as required by Rule 12-09 of Regulation S-X.

Note  9 – Investment in Tower Semiconductor LTD – Page 68

2. In light of the significant other than temporary impairments you recorded with respect to your equity investment in Tower Semiconductor, tell us how you assessed the value of your prepaid wafer credits.  Explain why you believe the credits are recoverable.

Note 10 – Long Lived Asset Impairment – Page 68

3. Please expand future filings to include greater discussion of the underlying facts and circumstances that led to the $3.2 million long lived asset impairment related to the QuickMIPS product family.  Discuss what factors you believe led to a decline in the future revenue potential for this product line.  Refer to paragraph 37 of SFAS 144.

4. Tell us and revise future filings to disclose whether any significant write-downs related to the QuickMIPS inventory was recorded in connection with the long-lived asset impairment charge that was taken.

Mr. Carl M. Mills
Quicklogic Corporation
April 20, 2005 Page 3

5. We note your disclosure on page 24 that you are continuing to design and promote your QuickMIPS technology.  However, we note on page 56 that you wrote off all of the licensed intellectual property asset relating to QuickMIPS, which indicates that there are no future cash flows expected from this asset.  Supplementally tell us why you concluded the asset was fully impaired in light of your disclosures on page 24.  In addition, tell us whether the $2.0 million write-down relating to property and equipment represented a full or partial write-down of the equipment assets for QuickMIPS.

Note 13 – Information Concerning Business Segments and Major Customers – Page 69

6. We note your discussion on page 18 of three “mature” FPGA product families as well as various newer FPGA product families.  Please revise future filings to provide the disclosures required by paragraph 37 of SFAS 131, or tell us why you believe this disclosure is not required.

* * * * * * * *

As appropriate, please respond to these comments within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter with your response that keys your responses to our comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please file your cover letter on EDGAR.  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.  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.

Mr. Carl M. Mills
Quicklogic Corporation
April 20, 2005 Page 4

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that

• The company is responsible for the adequacy and accuracy of the disclosure in the filings;
• Staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and
• The company may not assert staff comments 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 Di vision of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

You may contact Kevin Vaughn at (202)  824-5387, Eric Atallah at (202) 824-
5266, or me at (202) 942-7903 if you have questions regarding these comments.

     S i n c e r e l y ,

     Michele Gohlke
     B r a n c h  C h i e f

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0610

June 8, 2005

Mr. Carl M. Mills
Chief Financial Officer
Quicklogic Corporation
1277 Orleans Drive
Sunnyvale, CA 94089

	Re:	Quicklogic Corporation
		Form 10-K for the fiscal year ended January 2, 2005
		File No. 000-22671

Dear Mr. Mills:

	We have completed our review of your Form 10-K and related
filings and do not, at this time, have any further comments.

								Sincerely,

								Martin F. James
								Senior Assistant Chief
Accountant

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

[QUICKLOGIC LOGO]

May 10, 2005

VIA EDGAR

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, NW

Washington D.C. 20549

Attention: Michele Gohlke

  Re:

  QuickLogic
  Corporation

  Form
  10-K for the fiscal year ended January 2, 2005

  File No.
  000-22671

Dear Ms. Gohlke:

On behalf of QuickLogic Corporation (the “Company”),
we are electronically filing via EDGAR a copy of the Company’s responses to the
comments of the Staff of the Securities and Exchange Commission (the “Staff”)
set forth in the Staff’s comment letter to the Company dated April 20, 2005
concerning the Company’s Form 10-K for the fiscal year ended January 2, 2005
(the “Report”). For your convenience, we have included the Staff’s comments in
italics immediately before each of our responses. The underlined headings and
numbers of paragraphs below correspond to the headings and numbers of the
comments set forth in the Staff’s letter.

RESPONSES TO STAFF COMMENTS:

Form 10-K for the
fiscal year ended January 2, 2005

Consolidated Financial
Statements — Page 46

Note 2 — Significant
Accounting Policies — Page 55

Revenue Recognition —
Page 57

1.              We note your
disclosure on page 22 regarding price adjustments that you offer to
distributors in order to ensure the distributors receive a negotiated margin.
It appears that you offer price concessions to your customers that

1

are based on future market conditions over which you do not exercise
control. In light of this fact, please respond to the following:

a.              Tell us and disclose
in future filings when you record revenue and the related estimate for sales
returns for these transactions. Discuss when and how these price adjustments
are determined.

Our Response:  We
supplementally advise the Staff that our products consist of standard parts
that may be programmed with a customer-specific code. Once programmed, our
parts cannot be erased, and are therefore only useful to the specific customer.
We refer to this feature as “one time programmable”. Because of the specific,
limited use of our parts once they are programmed, it is our practice to fix
the price on programmed parts with our distributors prior to shipment and the
distributor is not given any future price adjustments. Furthermore, since our
parts can only be programmed once, we do not offer distributors a right of
return on programmed parts, as they are not saleable to other customers. Given
the above facts, as long as we have received a purchase order from the
distributor and collection of the resulting receivable is reasonably assured,
revenue on programmed parts is recognized upon shipment as the title and risk
of ownership has transferred to the distributor, the price is fixed and no
rights of return exist.

We also sell
unprogrammed parts through our distributor network. Since more than one
customer can use unprogrammed parts, we do provide distributors with
certain return rights on unprogrammed parts. Although, in many cases, price
adjustments related to unprogrammed parts are negotiated prior to shipment, we
may make further price concessions to the distributor on a case by case basis.
Accordingly, revenue on sales to distributors of unprogrammed parts is deferred
until resale to the end customer as, until that time, the price is not fixed or
determinable and we are not able to reliably estimate the amount of future
product returns.

The sales
allowance referred to on page 22 relates to the known price adjustments that
are recorded at the time revenue is recognized.
As distributors have no rights of return on programmed parts and revenue
on unprogrammed parts is deferred until resale by the distributor, we believe
that no additional allowance for estimated returns is required on these items.

In response to
the Staff’s comments, we intend to clarify our disclosure in filings beginning
with our quarterly report for the period ended June 30, 2005 as follows:

2

Revenue Recognition

The Company
supplies standard products which must be programmed before they can be used in
an application. The Company’s products may be programmed by the Company,
distributors, end customers or third parties. Once programmed, our parts cannot
be erased and, therefore, programmed parts are only useful to a specific
customer.

The Company
generally recognizes revenue as products are shipped if evidence of an
arrangement exists, delivery has occurred, the sales price is fixed or
determinable, collection of the resulting receivable is reasonably assured, and
product returns are reasonably estimable.

Revenue is recognized upon shipment to OEM customers, for both
programmed and unprogrammed parts, provided that legal title and risk of
ownership has transferred.

The Company
also sells to distributors under agreements that allow for price adjustments
and, in the case of unprogrammed parts, certain rights of return on unsold
inventory.

Because
programmed parts can only be used by a specific customer, it is the Company’s
practice to agree upon any price adjustments with a distributor prior to
shipment. Furthermore, distributors are not allowed any future price
adjustments and have no rights of return on programmed parts. Accordingly,
revenue is recognized upon delivery to a distributor since title and risk of
ownership has transferred to the distributor, the price is fixed, no right of
return exists, and collection of the resulting receivable is reasonably
assured.

Unprogrammed
parts shipped to distributors may be used by multiple end customers and may
have certain return and price adjustment privileges on unsold inventory.
Accordingly, revenue of unprogrammed parts is deferred until resale to the end
customer.

Software
revenue from sales of design tools is recognized when persuasive evidence of an
agreement exists, delivery of the software has occurred, no significant Company
obligations with regard to implementation or integration remain, the fee is
fixed or determinable and collection is reasonably assured. Software revenue
amounts to less than 1% of revenue.

3

b.              Tell us how you
concluded that you meet the fixed and determinable price criteria of SAB 104
with respect to these sales.

Our Response:

As described
in our response to comment 1(a) above, the sales price on programmed parts is
fixed at the time of shipment. Additionally, the distributor is not granted any
additional price adjustment or return privileges on programmed parts.

With respect
to unprogrammed parts, as the negotiated price to the distributor is not
known at the time of shipment, the price is neither fixed nor determinable
and, accordingly, revenue is deferred until the distributor’s price adjustment,
if any, is negotiated and the distributor resells the part to the end customer.

c.               To the extent material,
supplementally show us and revise future filings to include this account in
your valuation and qualifying accounts schedule as required by Rule 12-09 of
Regulation S-X.

Our Response:  We
respectfully advise the Staff that the sales allowance reflects the actual (not
estimated) negotiated price reduction with our distributors and is recorded in
a separate account merely to facilitate the administration of our accounts
receivable. Accordingly, we do not believe that disclosure of this account is
meaningful to a reader of our financial statements.

Note 9 — Investment
in Tower Semiconductor LTD — Page 68

2.              In light of the
significant other than temporary impairments you recorded with respect to your
equity investment in Tower Semiconductor, tell us how you assessed the value of
your prepaid wafer credits. Explain why you believe the credits are
recoverable.

Our
Response:  We respectfully advise the Staff
that the impairment charge was recorded due to the market price of Tower’s
stock (NASDAQ: TSEM) being below our carrying value for an extended period of
time. The Tower wafer credits represent a prepayment on wafers to be purchased
from Tower in the future. Our ability to recover the prepaid wafer credits is
dependent on Tower’s ability to deliver wafers and the Company’s ability to
consume these wafers in future production. The availability of the wafer
credits is not affected by the price of Tower’s stock. Based upon our review of
publicly available information, we believe that Tower has the ability to
continue to produce requested wafers. Furthermore, we believe that our customer
demand for parts produced using wafers supplied by Tower will be sufficient to
utilize the prepaid wafer credits. Annually, or more frequently if
circumstances warrant, we assess our wafer

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credits for impairment based on
our detailed forecast of wafer consumption. Based on our assessments, no
impairment charges have been required to date.

Note 10 — Long Lived
Asset Impairment — Page 68

3.              Please expand future
filings to include greater discussion of the underlying facts and circumstances
that led to the $3.2 million long-lived asset impairment related to the
QuickMIPS product family. Discuss what factors you believe led to a decline in
the future revenue potential for this product line. Refer to paragraph 37 of
SFAS 144.

Our Response:  We
supplementally advise the Staff that the Company made significant efforts
during 2004 to encourage customers to design our QuickMIPS parts into their
products. While we have had some limited success in stimulating demand for
these devices, after pursuing the use of QuickMIPS by many customers and after
engaging with external consultants, we concluded during the fourth quarter that
future revenue and cash flow from sales of our QuickMIPS parts would be much
lower than initially planned and would not be sufficient to recover the full
cost of the related long-lived assets.

In response to
the Staff’s comments, we respectfully intend to revise our disclosure in
filings beginning with our quarterly report for period ended June 30, 2005 as
follows:

During
the fourth quarter of 2004, the Company evaluated the revenue potential of its
product families based upon discussions with potential customers, consultations
with external advisors, review of actual sales levels and analysis of current
and future design opportunities. Based upon this evaluation, the Company
determined that the future revenue outlook for the QuickMIPS products was lower
than previously expected. Accordingly, the Company performed an impairment
assessment on the long-lived assets associated with these products. A
preliminary assessment, based upon undiscounted cash flows, indicated that
these assets were impaired. In order to determine the fair value of these
assets, the Company performed a probability-weighted assessment of the expected
revenue and related cash flows, discounted using a risk-free interest rate.
Based upon this assessment, the Company recorded a $3.2 million long-lived
asset impairment charge as an operating expense, which was allocated to the
related long-lived assets on a pro rata basis using the carrying value of the
assets immediately before the impairment charge. This $3.2 million impairment
charge was reflected on the Company’s balance sheets as a reduction in the
carrying value of the related long-term assets. This write-down did not affect
the carrying value of related inventory.

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In addition,
we respectfully advise the Staff that we intend to change related future
disclosures, such as Note 2 — Significant Accounting Policies - Licensed
Intellectual Property, to be consistent with the above disclosure.

4.              Tell us and revise
future filings to disclose whether any significant write-downs related to the
QuickMIPS inventory was recorded in connection with the long-lived asset
impairment charge that was taken.

Our Response:  We
supplementally advise the Staff that there was no write-down of QuickMIPS
inventory in connection with the long-lived asset impairment. We continue to
promote and market our QuickMIPS parts and expect to generate orders sufficient
to utilize existing QuickMIPS product inventory. In our estimation, we believe
that we can sell the existing inventory at above cost and, therefore, no
inventory write-down is necessary.

5.              We note your
disclosure on page 24 that you are continuing to design and promote your
QuickMIPS technology. However, we note on page 56 that you wrote off all of the
licensed intellectual property asset relating to QuickMIPS, which indicates
that there are no future cash flows expected from this asset. Supplementally
tell us why you concluded the asset was fully impaired in light of your
disclosure on page 24. In addition, tell us whether the $2.0 million write-down
relating to property and equipment represented a full or partial write-down of
the equipment assets for QuickMIPS.

Our Response:  We
supplementally advise the Staff that the long-lived assets associated with the
QuickMIPS technology included both specific machinery and equipment that were
included in fixed assets and licensed intellectual property that was included
in other long-term assets. The write-down relating to licensed intellectual
property and property and equipment represented a partial write-down of the
long-lived assets related to QuickMIPS. In allocating the estimated fair value
of the QuickMIPS related long-lived assets, we allocated the impairment charge
based on a pro rata allocation to the respective carrying amounts of the
long-lived assets. At December 31, 2004, the licensed intellectual property was
reclassified from other long-term assets to property and equipment in order to
simplify the financial reporting and recordkeeping. This classification had no
effect on our reported operating results.

Note 13 —
Information concerning business Segments and Major Customers — Page 69

6.     We note
your discussion on page 18 of three “mature” FPGA product families as well as
various newer FPGA product families. Please revise future filings to provide
the disclosures required by paragraph 37 of SFAS 131, or tell us why you
believe this disclosure is not required.

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Our Response:  In response to the Staff’s
comment, we will revise filings beginning with our quarterly report for the
period ended June 30, 2005 to disclose revenue by Mature, Embedded Standard
Products (ESP) and Advanced ESP in the notes to our financial statements.

In response to the Staff's request, the
Company acknowledges that (i) the Company is responsible for the adequacy and
accuracy of the disclosure in its filings; (ii) Staff comments or changes to
disclosure in response to Staff comments in the filings reviewed by the Staff
do not foreclose the Securities and Exchange Commission from taking any action
with respect to the filing; and (iii) the Company may not assert Staff comments
as a defense in any proceeding initiated by the Securities and Exchange
Commission or any person under the federal securities laws of the United
States.

Should you need additional copies or have any
questions or additional comments regarding the Report, please call me at (408)
990-4165.

  Very truly yours,

  /s/ Carl M. Mills

  Carl M. Mills

  Vice President, Finance and
  Chief Financial Officer

  cc:

  Wilson Sonsini Goodrich
  & Rosati, Professional Corporation

  Aaron J. Alter, Esq.

  PricewaterhouseCoopers LLP

  Timothy Carey

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