Mail Stop 6010
      December 6, 2005



By U.S. Mail and Facsimile to (503) 268-8037

Mr. Jan Johannessen
Chief Financial Officer
Lattice Semiconductor Corporation
5555 NE Moore Court
Hillsboro, Oregon 97124-5421

      Re:	Lattice Semiconductor Corporation
      Form 10-K for the fiscal year ended January 1, 2005
		File No. 0-18032

Dear Mr. Johannessen,

      We have reviewed your response letter dated November 17,
2005
and filings and have the following comments.  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 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-K for the year ended January 1, 2005

General

1. 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.

Note 12. Long-term debt, page 55

2. Please refer to prior comment 3. We note from your disclosure
that
the conversion price is subject to adjustment in certain
circumstances.  Please tell us the conditions under which the
conversion price would be adjusted.  Additionally please tell us
how
you applied the guidance in EITF Issue 00-19 in evaluating whether
the debt conversion feature is an embedded derivative that you
should
separate from the debt host and account for at fair value under
SFAS
133.  Please provide us with your analysis of whether the
conversion
feature is conventional convertible under paragraph 4 of EITF 00-
19.
Also see EITF Issue 05-02.
        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 information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your 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 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.


	You may contact Eric Atallah, Staff Accountant at (202) 551-
3663
or me at (202) 551-3554 regarding 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 with any other questions.

      								Sincerely,


								Angela Crane
								Branch Chief



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Mr. Jan Johannessen
Lattice Semiconductor Corporation
Page 2