October 12, 2005


Via Facsimile (650) 493-6811 and U.S. Mail

Jennifer Knapp
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, CA 94304

RE:	Exar Corporation
      DEFAs 14A filed October 7, 2005 and October 11, 2005
File No. 0-14225

Dear Ms. Knapp:

      We have the followings comment on the above-referenced
filings.

General

1. Clearly characterize each statement or assertion of opinion or
belief. Note that a reasonable factual basis must exist for each
such
opinion or belief and support for opinions or beliefs should be
self-
evident, disclosed in the materials or provided to the staff on a
supplemental basis.  For example, we note the following in your
DFAN
14A filed October 7, 2005:

* "GW is the investment vehicle for Guy Adams, and individual with
a
track record of targeting companies for his personal benefit at
the
expense of shareholders;"
* "Mr. Adams actions as an Exar shareholder have continued to
focus
solely on his own interests;"
* "He is a short-term speculator;"
* "GWA has admitted that it is a `short-seller`of Exar stock;"
* "Indeed, only Adams (through GWA) owns any stock in Exar, and
GWA`s
interest is primarily as a short-seller seeking to drive the price
of
Exar stock down."
* Your bulleted list on page 3;
* "GWA has no understanding of Exar`s business nor any plan for
Exar`s future."

	Please note that these are examples only.  Please revise
throughout your materials filed 	October 7, 2005 and October 11,
2005 accordingly.


2. We note the statement that Exar has preserved shareholder value
almost 10 times greater than some members of its peer group.
Please
revise your disclosure to discuss your performance relative to the
remainder of your peer group or explain to investors why you have
not
included such information.

Closing Information

      If you believe a comment raised in this letter is
inappropriate
or feel that no change is required, indicate your position and the
basis for that position in your response letter.  In the absence
of
such response, we assume you will comply with staff comments.  We
may
have additional comments based upon our receipt of the revised
materials and your response 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.


      Please direct any questions to me at (202) 551-3345.

							Sincerely,


							Michael Pressman
							Special Counsel
							Office of Mergers and
Acquisitions


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June 13, 2005
Page 2



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE