Mail Stop 4561

      August 22, 2006

R. Jordan Greenhall
Chief Executive Officer and Chairman
DivX, Inc.
4780 Eastgate Mall
San Diego, California 92121

Re:  	DivX, Inc.
	Amendment No. 4 to Form S-1
	Filed on August 7, 2006
	File No. 333-133855

Dear Mr. Greenhall:

      We have reviewed your amended filing and have the following
comment.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations
Critical Accounting Polices

Stock Based Compensation, page 47

1. We note your disclosure regarding the Company`s use of the
Black-
Scholes model to estimate the fair value of share-based payment
awards and that "...the fair values generated by the model may not
be
indicative of the actual fair values of [your] awards as it does
not
consider certain factors important to [your] awards, such as
continued employment, periodic vesting requirements and limited
transferability."  It is not evident what you mean by this
disclosure
considering continued employment and periodic vesting appear to be
taken into consideration by the Black-Scholes model by utilizing
information for forfeitures and vesting terms to estimate the fair
value of share-based awards.  Please explain whether "limited
transferability" relates to limitations on transferring underlying
common stock share-based awards or the award itself.

 	You may contact Kari Jin at 202-551-3481 or Thomas Ferraro at
202-551-3225, if you have questions regarding comments on the
financial statements and related matters.  Please address all
other
comments to Maryse Mills-Apenteng at 202-551-3457.  If you require
further assistance you may contact the undersigned at 202-551-
3462.
If you still require further assistance, please contact Barbara C.
Jacobs, Assistant Director, at 202-551-3730.

								Sincerely,



								Mark P. Shuman
								Branch Chief - Legal

cc:	Via facsimile:  858-550-6420
      Steven M. Przesmicki, Esq.
      Jason L. Kent, Esq.
      Cooley Godward LLP





R. Jordan Greenhall
DivX, Inc.
August 22, 2006
Page 2