Integrated Device Technology (IDTI) CORRESP Correspondence with SEC

April 26, 2006

VIA EDGAR TRANSMISSION AND FEDERAL EXPRESS

Ms. Julie Sherman

United States Securities and Exchange Commission

Mail Stop 3-6

450 Fifth Street, N.W.

Washington, D.C. 20549

Re: Integrated Device Technology, Inc.

Form 10-K for the year ended April 3, 2005

Form 8-K dated November 8, 2005

Your file No. 000-12695

Dear Ms. Sherman,

We write pursuant to our recent conversations with you regarding our letter dated February 2, 2006 sent in response to the Commission’s letter dated January 19, 2006 with respect to the above-referenced filings of Integrated Device Technology, Inc. (“IDT”).

We understand that our response to the Staff’s comment No.1 pertaining to the recognition of revenue related to licensing agreements as reported in our Form 10-K for the fiscal year ending on April 3, 2005 has been reviewed and accepted by the Commission and the Staff requires no further action or response by IDT at this time.

With regard to the Staff’s comment No. 2 regarding the presentation of a non-GAAP statement of operations as part of our Form 8-K, we will delete this presentation from future filings pursuant to the recommendation of the Commission. Accordingly, we propose to use the attached form of disclosure in future filings.

Please let us know if you have further questions or comments with regard to our proposed form of disclosure in response to the Staff’s comment No. 2.

Sincerely,

/s/ Clyde R. Hosein

Clyde R. Hosein

Vice President, Chief Financial Officer

cc:

Greg Lang, President and CEO

John Bolger, Chairman of the Audit Committee

Larry Gillis, PricewaterhouseCoopers

INTEGRATED DEVICE TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share data)
	Three Months Ended									Nine Months Ended
	Jan. 1, 2006(a)			Oct. 2, 2005(a)			Jan. 2, 2005			Jan. 1, 2006(a)			Jan. 2, 2005
Revenues	$	160,792		$	105,689		$	95,658		$	360,319		$	293,636
Cost of revenues		115,358			67,129			49,833			234,083			146,441
Restructuring and Asset Impairment		(164	)		2,821			213			2,206			(1,581	)
Gross profit		45,598			35,739			45,612			124,030			148,776
Operating expenses:
Research and development		36,229			28,081			26,365			91,766			77,815
Selling, general and administrative		47,844			25,657			18,291			92,562			55,479
Acquired in-process research and development		(200	)		2,500			29			2,300			1,765
Total operating expenses		83,873			56,238			44,685			186,628			135,059
Operating income (loss)		(38,275	)		(20,499	)		927			(62,598	)		13,717
Interest expense		(61	)		(63	)		(13	)		(135	)		(86	)
Other-than-temporary impairment of investments		—			—			—			(1,705	)		(12,831	)
Interest income and other, net		3,005			3,167			3,657			10,074			8,986
Income (loss) before income taxes		(35,331	)		(17,395	)		4,571			(54,364	)		9,786
Provision for income taxes		6,957			2,065			1,223			804			2,632
Net income (loss)	$	(42,288	)	$	(19,460	)	$	3,348		$	(55,168	)	$	7,154
Net income (loss) per share:
Basic	$	(0.21	)	$	(0.16	)	$	0.03		$	(0.38	)	$	0.07
Diluted	$	(0.21	)	$	(0.16	)	$	0.03		$	(0.38	)	$	0.07
Weighted average shares:
Basic		199,568			124,507			105,806			143,516			105,992
Diluted		199,568			124,507			107,444			143,516			108,544

(a) The results of operations include the results of operations of ICS from September 16, 2005, the date of acquisition.

INTEGRATED DEVICE TECHNOLOGY, INC.

NON-GAAP ADJUSTMENTS

(Unaudited)

(In thousands)
	Three Months Ended									Nine Months Ended
	Jan. 1, 2006(a)			Oct. 2, 2005(a)			Jan. 2, 2005			Jan. 1, 2006(a)			Jan. 2, 2005
GAAP Net income (loss)	$	(42,288	)	$	(19,460	)	$	3,348		$	(55,168	)	$	7,154
GAAP Earnings Per Share	$	(0.21	)	$	(0.16	)	$	0.03		$	(0.38	)	$	0.07
GAAP gross profit		45,598			35,739			45,612			124,030			148,776
Acquisition Related:
Amortization of acquisition related intangibles (1)		34,551			8,143			1,626			44,101			3,953
Inventory FMV write-up (1)		5,539			4,941			—			10,480			—
Acquisition related costs (2)		910			64			—			974			—
Restructuring Related:
Restructuring charges (3)		34			397			322			949			347
Facility closure costs (4)		481			3,580			33			6,313			272
Asset impairment (5)		(168	)		(92	)		(109	)		(824	)		(1,921	)
Non-GAAP gross profit		86,945			52,772			47,484			186,023			151,427
GAAP Operating Expenses:		83,873			56,238			44,685			186,628			135,059
Acquisition Related:
Acquired IPR&D (1)		200			(2,500	)		(29	)		(2,300	)		(1,765	)
Amortization of acquisition-related intangibles (1)		(22,204	)		(4,304	)		(421	)		(26,830	)		(1,323	)
Acquisition related costs (2)		(1,113	)		(443	)		(507	)		(2,054	)		(1,593	)
Restructuring Related:
Restructuring charges (3)		(888	)		(455	)		(98	)		(2,098	)		(750	)
Facility closure costs (4)		(185	)		(4,722	)		—			(5,609	)		—
Non-GAAP Operating Expenses		59,683			43,814			43,630			147,737			129,628
GAAP Interest income and other, net		2,944			3,104			3,644			8,234			(3,931	)
Facility closure costs (4)		(339	)		—			—			(339	)		—
Loss on short-term investments (6)		—			892			—			2,597
Loss on equity investments (7)		—			—			—						12,831
Non-GAAP Interest income and other, net		2,605			3,996			3,644			10,492			8,900
GAAP Provision for Income Taxes		6,957			2,065			1,223			804			2,632
Taxes affects of Non-GAAP adjustments (8)		(4,897	)		(342	)		21			3,473			31
Non-GAAP Provision for Income Taxes		2,060			1,723			1,244			4,277			2,663
Non-GAAP net income	$	27,807		$	11,231		$	6,254		$	44,501		$	28,036
Non-GAAP Earnings Per Share	$	0.14		$	0.09		$	0.06		$	0.31		$	0.26
Weighted average shares:
Basic		199,568			124,507			105,806			143,516			105,992
Diluted		200,441			125,057			107,444			144,495			108,544

(a) The results of operations include the results of operations of ICS from September 16, 2005, the date of acquisition.

(1) Consists of costs related to our acquisition of ICS in Q2 2006, our acquisition of assets from Freescale in Q2 2006, Zettacom in Q1 2005, TCAM3 acquisition from IBM in Q2 2004 and acquisitions of Newave and Solidum in Q1 2002 and Q3 2003, respectively. These costs include amortization of acquired intangible assets, the FMV adjustment of acquired inventory sold, and acquired in-process research and development.

(2) The current year periods consist of additional depreciation and above market rental costs resulting from purchase accounting and retention costs incurred in connection with the acquisition of ICS and the acquisition of Freescale assets in Q2 2006 along with costs incurred in connection with our acquisition of Zettacom in Q1 2005, such as retention earned by former employees, rent payments for the former Zettacom facility, and transitional services provided. The prior year periods include only costs associated with our acquisition of Zettacom.

(3) The current year periods consist of restructuring costs related to our acquisition of ICS in Q2 2006, primarily composed of severance costs for IDT employees related to the elimination of duplicative functions along with retention costs related to previous reductions in force. The prior year periods consist of costs related to restructuring actions, all of which consist of severance and retention.

(4) Q3 2006 consists of costs associated with the exit of our leased facilities in Santa Clara, severance and retention payments associated with the closure of our Manila manufacturing plant and gains realized on the sale of equipment related to our Manila facility. Q3 2005 consists of costs associated with the closure of our Salinas facility.

(5) Consists of gains realized on the sale of assets related to our Salinas facility, which were previously impaired.

(6) Consists of other-than-temporary impairment charges and losses on the sale of securities incurred primarily as a result of our acquisition of ICS.

(7) Consists of an impairment charge taken in Q1 2005 related to our investment in NetLogic.

(8) In addition to the tax effects of non-GAAP adjustments, Q3 2006 and Q2 2006 include tax associated with the repatriation of cash under the Homeland Investment Act (HIA) and Q3 2006 includes a book to 2005 tax return adjustment.

TO BE OMITTED FROM FUTURE FILINGS

INTEGRATED DEVICE TECHNOLOGY, INC.

NON-GAAP STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share data)
	Three Months Ended									Nine Months Ended
	Jan. 1, 2006(a)			Oct. 2, 2005(a)			Jan. 2, 2005			Jan. 1, 2006(a)			Jan. 2, 2005
Revenues	$	160,792		$	105,689		$	95,658		$	360,319		$	293,636
Cost of Revenues		73,847			52,917			48,174			174,296			142,209
Gross profit		86,945			52,772			47,484			186,023			151,427
Operating expenses:
Research and development		34,252			25,283			25,596			85,731			75,321
Selling, general and administrative		25,431			18,531			18,034			62,006			54,307
Total operating expenses		59,683			43,814			43,630			147,737			129,628
Operating income		27,262			8,958			3,854			38,286			21,799
Interest expense		(61	)		(63	)		(13	)		(135	)		(86	)
Interest income and other, net		2,666			4,059			3,657			10,627			8,986
Income before income taxes		29,867			12,954			7,498			48,778			30,699
Provision for income taxes		2,060			1,723			1,244			4,277			2,663
Net income	$	27,807		$	11,231		$	6,254		$	44,501		$	28,036
Net income per share:
Diluted	$	0.14		$	0.09		$	0.06		$	0.31		$	0.26
Weighted average shares:
Diluted		200,441			125,057			107,444			144,495			108,544

(a) The results of operations include the results of operations of ICS from September 16, 2005, the date of acquisition.

Non-GAAP results exclude acquisition-related charges, and other expenses and benefits that management believes are not directly reflective of ongoing operations. These non-GAAP results are consistent with another way management internally analyzes IDT’s results and may be useful; however, non-GAAP results are not in accordance with GAAP and may not be comparable to non-GAAP information provided by other companies. Non-GAAP information should be considered a supplement to, and not a substitute for, financial statements prepared in accordance with GAAP.

INTEGRATED DEVICE TECHNOLOGY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)	Jan. 1, 2006		Oct. 2, 2005		Apr. 3, 2005
ASSETS
Current assets:
Cash and cash equivalents	$	204,752	$	177,535	$	188,761
Short-term investments		84,708		90,193		392,472
Accounts receivable, net		92,750		79,972		52,948
Inventories, net		59,667		60,920		37,331
Prepaid and other current assets		22,449		13,490		11,292
Total current assets		464,326		422,110		682,804
Property, plant and equipment, net		120,383		136,007		124,570
Goodwill		1,006,348		998,369		55,523
Acquisition-related intangibles		482,926		545,720		29,812
Other assets		20,133		19,681		9,431
TOTAL ASSETS	$	2,094,116	$	2,121,887	$	902,140
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	43,072	$	38,187	$	18,726
Accrued compensation and related expenses		18,426		17,193		15,293
Deferred income on shipments to distributors		30,469		20,274		19,478
Income taxes payable		29,549		23,446		25,722
Other accrued liabilities		28,857		34,602		20,206
Total current liabilities		150,373		133,702		99,425
Deferred tax liabilities		18,540		18,265		4,709
Long term liabilities		15,339		17,163		10,890
Total liabilities		184,252		169,130		115,024
Stockholders’ equity		1,909,864		1,952,757		787,116
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,094,116	$	2,121,887	$	902,140