Mail Stop 0306

November 30, 2004


Via Facsimile and U.S. Mail

Mr. Carl Jasper
Vice President and Chief Financial Officer
Maxim Integrated Products, Inc.
120 San Gabriel Drive
Sunnyvale, CA  94086


	Re:	Maxim Integrated Products, Inc.
		Form 10-K for the year ended June 26, 2004
Filed September 9, 2004
		Form 10-Q for the quarter ended September 25, 2004
		Form 8-K dated November 1, 2004

File No. 0-16538


Dear Mr. Jasper:

We have reviewed your filings and have the following comments.  We
have limited our review to only your financial statements and related
disclosures and will make no further review of your documents.  Where
indicated, we think you should revise your future filings 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 or may not 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 filings.  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.

Item 7. Management`s Discussion and Analysis of Financial Condition
and Results of Operations

Critical Accounting Policies

Revenue Recognition and Accounts Receivable Allowances - Page 19

1. In a supplemental response tell us what "non-warranty product
return privileges" these distributors have.  In addition, tell us how
you have accounted for these product return privileges.  Revise future
filings as appropriate based on our comment.

Results of Operations - Page 21

2. Please revise your discussion of revenue changes in future filings
to discuss and quantify the effects of changes in prices and volume as
well as the introduction of new products on your revenues for the
period, in accordance with Item 303(3)(iii) of Regulation S-K.  You
should discuss why these changes occurred and whether these matters
are expected to have an impact on future operations, including any
material trends that may exist.

3. When more than one factor is cited in explaining a change in a
financial statement item, the amounts of the individual factors cited
should be quantified unless not practical.  We noted instances where
it appears that the amounts of multiple factors should be reasonably
quantifiable.  For example, under Research and Development, please
quantify the increases in costs from hiring additional engineers and
from supporting new product development efforts.  Please apply this
general guidance throughout Management`s Discussion and Analysis in
your future filings.

Notes to Consolidated Financial Statements

Note 2 - Summary of Significant Accounting Policies

Revenue Recognition and Accounts Receivable Allowances - Page 37

4. In a supplemental response respond to the following, and revise
future filings to address our comments as appropriate:

a) Provide more details to distinguish more clearly your revenue
recognition policy.  It appears that you defer revenue on your
domestic distributor sales due to the inherent difficulties in
estimating returns.  What sales do you make estimates on returns for?
Are these for direct sales to customers?

b) What is your policy for the international distributors that do have
price rebate or product return privileges?  Do you defer revenue on
those sales until the distributors sell the product to the end
customer?  If not, why is your policy for these different than your
policy for domestic distributors?

Stock-Based Compensation - Page 38

5. In a supplemental response tell us why the stock price volatilities
for the stock option plans and the employee stock participation plan
are the same given the fact that the expected option holding periods
are significantly different.  For reference see paragraphs 284 and 285
of Appendix B in SFAS 123.

Product Warranty - Page 39

6. We note that you offer certain customers with additional guarantees
beyond your customary warranty, including a guarantee that you will
reimburse for certain direct additional production costs or lost
revenues.  It appears however that you consider this in your overall
warranty accrual.  Tell us how you have accounted for these guarantees
and how your accounting complies with FIN 45 (including paragraph
9(b)).  You state that the accrual for these is not material, however,
it is unclear on what factors you have based your estimate of these
additional liabilities.  Tell us why you believe that the impact of
these is not material, and also what your basis is for estimating the
expected future costs of these guarantees.  Revise future filings as
appropriate to address our comments and also to fully comply with the
disclosure requirements of paragraph 13 of FIN 45.

Note 4 - Financial Instruments - Page 41

7. We see where you have $929.0 million of available for sale
securities that are due beyond one year.  Supplementally tell us why
you have classified these investments as short-term on your
consolidated balance sheet.  Support your position with reference to
appropriate accounting literature.

Note 11 - Income Taxes - Page 46

8. We note where you have recorded a valuation allowance of $109.0
million.  You state that this relates to tax benefits on gains
realized from the exercise of stock options that, when realized, will
be recorded as a credit to additional paid-in capital.  However, it
does not appear that you have recorded any deferred tax asset relating
to this gain, resulting in a valuation allowance that reduces the net
deferred asset for an item that is not otherwise reflected in the
gross deferred tax assets.  Provide us with supplemental information
regarding your accounting for these items including a discussion of
why you feel your accounting treatment is appropriate.

Note 13 - Merger and Special Charges - Page 48

9. We see where you reclassified approximately $6.0 million of merger
and special accruals to other accruals.  Supplementally tell us
whether these accruals relate to specific obligations that remain to
be settled.  If so, when do you expect to resolve these outstanding
obligations?  Why have these obligations taken such an extended period
of time to resolve?

Schedule II - Valuation and Qualifying Accounts - Page 51

10. Tell us why you have not included sales return allowances in your
Schedule II.  Revise future filings as appropriate based on our
comment.

Form 8-K Dated November 1, 2004

11. Please revise future filings to comply with the requirements of
Regulation G, including consideration of the following:
a) Provide a reconciliation of "free cash flow per share" to the most
directly comparable measure calculated in accordance with GAAP.

b) Disclose why you believe the measure of free cash flow per share
provides useful information to investors regarding your financial
condition and results of operations.  Simply stating that analysts and
investors view it as one of the best indicators of value is not
adequate.
12.
*    *    *    *

As appropriate, please respond to these comments within 10 business
days or tell us when you will provide us with a response.  Please
furnish a cover letter that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please file your cover letter
on EDGAR.  Please understand that we may have additional comments
after reviewing your responses to our comments.

You may contact Kevin Vaughn, Staff Accountant, at (202) 824-5387 or
me at (202) 942-2813 if you have questions regarding these comments.
In this regard, do not hesitate to contact Martin James, the Senior
Assistant Chief Accountant, at (202) 942-1984.


							Sincerely,


							Daniel Gordon
							Branch Chief
Mr. Carl Jasper
Maxim Integrated Products, Inc.
November 30, 2004
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