Mail Stop 3651

      February 24, 2006

Via U.S. Mail and Facsimile

Thomas J. Kalinske
Chief Executive Officer
LeapFrog Enterprises, Inc.
6401 Hollis Street, Suite 150
Emeryville, California 94608-1071

RE:	LeapFrog Enterprises, Inc.
			Form 10-K for the Fiscal Year Ended December 31,
2004

      File No. 001-31396



Dear Mr. Kalinske:


      We have reviewed your response letter dated December 14,
2005
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 information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional
comments.

	We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other
aspect 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 period ended December 31, 2004

Consolidated Balance Sheet, page F-3
Consolidated Statement of Cash Flows, page F-6
Note. 2 Summary of Significant Accounting Policies - Cash and Cash
Equivalents, page F-9

We have read your response to our prior comment 2.  We believe
that
the reclassification of auction rate securities from cash and cash
equivalents to short-term investments during fiscal year 2004
should
have been accounted for and disclosed as a correction of an error
since you made a change from an accounting principal that is not
generally accepted to one that is generally accepted including the
correction of an accounting principal.  In this regard,
supplementally
tell us how you determined that the error in classification was
not a
material error requiring restatement of your prior period
financial
statements in view of the impact it had on the line item cash and
cash
equivalents at December 31, 2003 (i.e., $24.5 million) as
reflected on
your balance sheet and the impact that it had on statements of
cash
flows for the years ended December 31, 2002 and 2003.
Additionally,
we note from your last sentence in your proposed disclosure that
"due
to the reclassification, cash provided for investing activities
increased by $24.5 million". Please change the last sentence to
state
cash "used in" rather than "provided for."  Also it appears that
the
increase of $24.5 million in cash used in investing activities
effected both December 31, 2003 (i.e. increase of $17.124 million)
as
well as December 31, 2002 (i.e. increase of $7.4 million).  In
this
regard, please revise the notes to your financial statements
included
in your  Form 10-K for the year ended December 31, 2004 to
accurately
describe the nature and the extent of the error in classification
and
revise your financial statements, accordingly.



       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the
amendment to expedite our review.  Please furnish a cover letter
with
your 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 your amendment and responses to our comments.





You may contact Jeff Jaramillo at (202) 551-3212 or Katherine
Mathis,
at (202) 551-3383 if you have questions regarding comments on the
financial statements and related matters.  Please contact Max
Webb,
Assistant Director, at (202) 551-3755 with any other questions.




							Sincerely,


							Linda Cvrkel
							Branch Chief




Via facsimile:	William B. Chiasson, Chief Financial Officer
	(510) 420-5004




Thomas J. Kalinske
LeapFrog Enterprises, Inc.
February 24, 2006
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