Mail Stop 6010


      July 27, 2005


Mr. Sterling Du
Chief Executive Officer
02 Micro International Limited
Grand Pavilion Commercial Centre
West Bay Road
P.O. Box 32331 SMB,
George Town, Grand Cayman
Cayman Islands

	Re:	02 Micro International Limited
		Form 20-F for the Year Ended December 31, 2004
		File No.  000-30910

Dear Mr. Du:

      We have reviewed your filings and have the following
comments.
We have limited our review to matters related to the issues raised
in
our comments.  Where indicated, we think you should revise your
documents in 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 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.




Annual Report on Form 20-F for the Year Ended December 31, 2004

Item 3.  Key Information, page 1

Risk Factors, page 3

1. We note your disclosure that you indemnify third parties with
whom
you enter into contractual relationships, including customers, and
that you have determined that it is not possible to determine the
maximum amount of potential liability under these indemnification
obligations due to your lack of prior indemnification claims.  In
future filings please disclose in the notes to the consolidated
financial statements describe the nature of these indemnification
obligations, including the approximate term of these guarantees,
how
the guarantees arose, the events or circumstances that would
require
you to perform under these guarantees, and other disclosures
required
by paragraph 13 of FIN 45.

Item 15.  Controls and Procedures, page 45

2. We note from page 12 that your independent accountants
identified
a reportable condition in connection with their 2004 audit and
that
you remediated the concerns that gave rise to the reportable
condition in 2005.  Please tell us the following related to the
reportable condition:
* Explain in detail the nature of the reportable condition
* Describe the specific steps that you have taken to remediate the
reportable condition and whether you believe that the reportable
condition existed at the end of the reporting period.

We may have further comment upon reviewing your response.

3. We note your statement that a "any controls and procedures, no
matter how well designed and operated, can only provide only
reasonable, not absolute, assurance of achieving the desired
control
objectives."  Please revise your future filings to state clearly,
if
true, that your disclosure controls and procedures are designed to
provide reasonable assurance of achieving their objectives. In the
alternative, remove the reference to the level of assurance of
your
disclosure controls and procedures.  Please refer to Section
II.F.4
of Management`s Reports on Internal Control Over Financial
Reporting
and Certification of Disclosure in Exchange Act Periodic Reports,
SEC
Release No. 33-8238, available on our website at
http://www.sec.gov/rules/final/33-8238.htm.

4. We note your disclosure that your principal executive officer
and
principal financial officer have evaluated your disclosure
controls
and procedures as of a date within 90 days before the filing date
of
your annual report.  Please revise your future filings to disclose
management`s conclusion regarding the effectiveness of your
disclosure controls and procedures as of the end of the period
covered by the annual report.  Refer to Item 15(a) of Form 20-F
and
Part III.F of Management`s Reports on Internal Control Over
Financial
Reporting and Certification of Disclosure in Exchange Act Periodic
Reports, Release No. 33-8238, available on our website at
www.sec.gov/rules/final/33-8238.htm.

Consolidated Financial Statements, page F-1

Notes to Consolidated Financial Statements, page F-9

Note 2.  Summary of Significant Accounting Policies, page F-9

- -Fair Value of Financial Instruments, page F-10

5. We note that you determine the fair value of your short-term
and
long-term investments based upon "other factors" if no quoted
market
price is available.  Please tell us and revise your future filings
to
describe in detail specifically how you determine the fair value
of
your investments in cases where there is not a quoted market
price.
Your disclosure should indicate the factors that were considered
along with any significant assumptions made and estimates used in
developing such fair value.

      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 amendments 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 Tara Harkins, Staff Accountant, at (202)
551-
3639 or me at (202) 551-3327 if you have questions regarding these
comments.  In this regard, do not hesitate to contact Martin
James,
Senior Assistant Chief Accountant, at (202) 551-3671.


      							Sincerely,



								Michele Gohlke
								Branch Chief

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Mr. Sterling Du
02 Micro International Limited
July 27, 2005
Page 1