NETLIST, INC.
475 Goddard
Irvine, California 92618
November 27, 2006
VIA EDGAR AND FEDEX
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
RE: | Netlist, Inc. |
| Registration Statement on Form S-1 (File No. 333-136735) |
Dear Sir or Madam:
Pursuant to Rules 461 and 430A under the Securities Act of 1933, as amended, Netlist, Inc., a Delaware corporation (the “Company”), hereby respectfully requests that the effective date of the Company’s Registration Statement on Form S-1 (No. 333-136735) be accelerated to November 29, 2006, at 4:00 p.m. Eastern time, or as soon as practicable thereafter.
In addition, the Company hereby respectfully requests that the effective date of the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on November 27, 2006, be accelerated so that it will coincide with the effective date of the Registration Statement on Form S-1 referred to above.
Thank you for your cooperation and assistance in this matter.
| Sincerely yours, | ||
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| NETLIST, INC. | ||
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| By: | /s/ Lee Kim |
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| Lee Kim | |
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| Vice President, Chief Financial Officer | |
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| and Secretary |