Room 4561
								July 5, 2005

Mr. Randall Bambrough
Chief Financial Officer
46430 Fremont Boulevard
Fremont, CA 94538

Re:	Intervideo, Inc.
	Item 4.01 Form 8-K
      Filed June 16, 2005
	File No.  000-49809

Dear Mr. Bambrough:

      We have reviewed the above referenced filing and have the
following comments.  Where indicated, we think you should revise
your
document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 8-K filed June 16, 2005
1. We note in your Form 8-K that KPMG has advised management that
in
connection with the audit for the year ended December 31, 2004,
KPMG
noted certain matters considered to constitute material
weaknesses.
Please provide us with any written correspondence between
management,
the audit committee, KPMG and any others related to these material
weaknesses.
2. Tell us whether any adjusting entries were made as a result of
these material weaknesses.  Additionally, provide us with a
summary
of year-end adjusting entries in connection with or as a result of
the audit of fiscal 2004, which were not recorded but were passed.
Disclose the dollar effect of each adjustment on net income and
briefly explain each entry.
3. When you engage a new accountant, please report the engagement
in
a new Form 8-K and comply with the requirements of Regulation S-K
Item 304 (a)(2).  In making any disclosures about consultations
with
your new accountants, please ensure you disclose any consultations
up
through the date of engagement.

 General

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comment, 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 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 States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      As appropriate, please amend your filing and respond to
these
comments within five business days or tell us when you will
provide
us with a response.  Please submit all correspondence and
supplemental materials on EDGAR as required by Rule 101 of
Regulation
S-T.  You may wish to provide us with marked copies of any
amendment
to expedite our review.  Please furnish a cover letter with any
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comments.







	You may contact Patrick Gilmore, Staff Accountant, at (202)
551-
3406, Robert Benton, Review Accountant at (202) 551-3804 or me at
(202) 551-3730 if you have questions regarding these comments.

							Sincerely,

      					Craig Wilson
							Senior Assistant Chief
Accountant
??

??

??

??

Randall Bambrough
Intervideo, Inc.
July 5, 2005
Page 1