Mail Stop 6010

      February 13, 2006


Via U.S. Mail and Facsimile to (408) 331-1156

Carl W. Jasper
Chief Financial Officer
Maxim Integrated Products, Inc.
120 San Gabriel Drive
Sunnyvale, CA 94086


	Re:	Maxim Integrated Products, Inc.
		Form 10-Q for the Fiscal Quarter Ended December 24, 2005
		Filed February 2, 2006
		Form 8-K Filed January 25, 2006
      File No. 000-16538


Dear Mr. Jasper:

      We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our 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.

	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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.







Form 10-Q for the Fiscal Quarter Ended December 24, 2005

Consolidated Statements of Income, page 4

1. Please revise the statement to remove the "total stock-based
compensation" caption from the table included as a footnote on the
face of your statements of income.  Otherwise, as indicated in SAB
Topic 14-F, please revise the statement to present the related
stock-
based compensation charges in a parenthetical note to the
appropriate
income statement line items. That guidance also indicates that you
may present the information in the notes to the financial
statements
or within MD&A.

Item 2. Management`s Discussion and Analysis, page 13

Results of Operations - Stock based Compensation, page 17

2. Please amend the filing to remove the pro forma statements of
income and balance sheets as these presentations would not meet
any
of the conditions outlined in Rule 11-01(a) of Regulation S-X
requiring pro forma financial information.  Further, the removal
of
the effects of accounting for share-based payment arrangements in
accordance with Statement 123R would not meet any of the
conditions
in Rule 11-02(b)(6) of Regulation S-X to be reflected as a pro
forma
adjustment in circumstances where pro forma financial information
is
required under Rule 11-01(a) of Regulation S-X for other
transactions
such as recent or probable business combinations. In addition,
Item
10(e) of Regulation S-X prohibits presenting non-GAAP financial
measures on the face of any pro forma financial information
required
to be disclosed by Article 11 of Regulation S-X.  Further, a
company
may not present non-GAAP financial measures on the face of the
company`s financial statements prepared in accordance with GAAP or
in
the accompanying notes.  Refer to Question 4 of SAB Topic 14-G.

3. In addition, we note that you refer to your non-GAAP
information
as "pro forma" results.  The pro forma terminology has very
specific
meaning in accounting literature, as indicated by Article 11 of
Regulation S-X. Please revise your presentation to omit the pro
forma
terminology when referring to your non-GAAP information. Please
also
apply this guidance to your Form 8-K filed January 25, 2006.

4. We note that throughout your MD&A, you have consistently
identified and discussed the pro forma non-GAAP measures before
addressing the changes in the GAAP measures.  In addition we note
the
discussion in the last paragraph of page 19 of your Form 10-Q for
the
period ended September 24, 2005, and the specific reference to a
certain web site, which appears to lead the investor to place
greater
reliance on the non-GAAP measures. Item 10(e)(1)(i) of Regulation
S-K
requires that whenever one or more non-GAAP financial measures are
provided the registrant must include a presentation, with equal or
greater prominence, of the most directly comparable financial
measure
or measures calculated and presented in accordance with Generally
Accepted Accounting Principles (GAAP).  Please revise your
discussions to fully comply with the requirements of Item 10.

Reconciliation of Free Cash Flow to Net Income, page 23

5. We note the discussion of a non-GAAP measure of operating cash
flow, "free cash flow."  Please amend the filings to include the
substantive disclosure outlined in Questions 8 and 13 of the
Frequently Asked Questions Regarding the Use of Non-GAAP Measures
dated June 13, 2003.  Please revise your disclosure to explain in
greater detail:

* the substantive reasons why management believes the non-GAAP
measure provides useful information to investors;
* the specific manner in which management uses the non-GAAP
measure
to conduct or evaluate its business;
* the economic substance behind management`s decision to use the
measure; and
* the material limitations associated with the use of the non-GAAP
measure as compared to the use of the most directly comparable
GAAP
measure, including the manner in which management compensates for
these limitations when using the non-GAAP measure.

Form 8-K filed January 25, 2006

6. We note that you present your non-GAAP measures and
reconciliation
in the form of pro forma statements of income and balance sheets.
These formats may be confusing to investors as they also reflect
several non-GAAP measures, including pro forma cost of goods sold,
pro forma gross margin, pro forma operating income, pro forma
income
before provisions for income taxes, pro forma provision for income
taxes, pro forma basic earnings per share, and pro forma balance
sheet items, which have not been described to investors. In fact,
it
appears that management does not use these non-GAAP measures but
they
are shown here as a result of the presentation format.  Please
note
that Instruction 2 to Item 2.02 of Form 8-K requires that when
furnishing information under this item you must provide all the
disclosures required by paragraph (e)(1)(i) of Item 10 of
Regulation
S-K, including a reconciliation to the directly comparable GAAP
measure for each non-GAAP measure presented and explain why you
believe the measures provide useful information to investors.

* To eliminate investor confusion, please remove the pro forma
statements of income and pro forma balance sheets from all future
filings and instead disclose only those non-GAAP measures used by
management that you wish to highlight for investors, with the
appropriate reconciliations.
* Please note that in the event that your Form 8-K is incorporated
by
reference into a 33 Act registration statement, we may have
additional questions relating to the appropriateness of this
information being included in a document filed with, and not just
furnished to, the Commission.  At that time, we may request an
amendment to the Form 8-K.

7. We note that throughout your press release, you have
consistently
identified and discussed the pro forma non-GAAP measures before
addressing the changes in the GAAP measures.  Item 10(e)(1)(i) of
Regulation S-K requires that whenever one or more non-GAAP
financial
measures are provided the registrant must include a presentation,
with equal or greater prominence, of the most directly comparable
financial measure or measures calculated and presented in
accordance
with Generally Accepted Accounting Principles (GAAP).  Please
revise
your discussions in all future filings to fully comply with the
requirements of Item 10.

	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.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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 comments, 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.

      You may contact Kevin Kuhar, Staff Accountant, at (202) 551-
3662 or me at (202) 551-3554 if you have questions regarding these
comments on the financial statements and related matters.  In this
regard, do not hesitate to contact Martin James, Senior Assistant
Chief Accountant, at (202) 551-3671.


								Sincerely,



								Angela Crane
								Branch Chief

Carl W. Jasper
Maxim Integrated Products, Inc.
February 13, 2006
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