Mail Stop 6010


      January 26, 2006


Mr. Peter V. Leigh
Chief Financial Officer
OmniVision Technologies, Inc.
1341 Orleans Drive
Sunnyvale, CA  94089-1136

	Re:	Omnivision Technologies, Inc.
      Form 10-K for the Fiscal Year Ended April 30, 2005
Forms 10-Q for the Quarters Ended July 31, 2005 and
     October 31, 2005
      File No.  000-29939

Dear Mr. Leigh:

      We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those items we have
addressed 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 comments are 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 April 30, 2005

Consolidated Financial Statements, page 52

Consolidated Statement of Operations, page 56

1. In future filings, revise your consolidated statements of
income
to include the non-cash stock based compensation in the same lines
as
cash compensation paid to the same employees.  You may
parenthetically note to the appropriate income statement line
items
the amount of expense related to share-based payment arrangements
included in specific line items in the financial statements.
Refer
to the guidance provided in SAB Topic 14-F.

Notes to Consolidated Financial Statements, page 59

Note 1.  OmniVision and Summary of its Significant Accounting
Policies, page 59

- -Short-term Investments, page 61

2. We note that you have classified your auction rate securities
that
mature after thirty years as short-term investments at April 30,
2005
and 2004.  Since your auction rate securities have long-term
maturity
dates and there is no guarantee that you will be able to liquidate
the holdings, these securities do not meet the definition of cash
equivalents as provided in paragraphs 8 and 9 of SFAS 95.  These
securities should be presented on the balance sheet as current
assets
or non-current assets in accordance with the guidance in ARB 43,
Chapter 3A, Working Capital - Current Assets and Current
Liabilities.
In future filings, please revise to classify these securities as
non-
current investments or tell us why you believe your presentation
is
appropriate.

Item 9A.  Controls and Procedures, page 83

- -Management`s Consideration of Prior Restatements, page 84

3. We note your identified material weaknesses related to internal
controls over revenue recognition and financial reporting in
connection with the restatement of your financial results for the
quarters ended July 31, 2003, October 31, 2003, and January 31,
2004.
Tell us and revise in future filings to disclose the specific
steps
you have taken to remediate the material weakness identified
related
to your internal controls over financial reporting and revenue
recognition.  For instance, please specifically discuss the areas
of
improvements that you have made to strengthen your revenue
recognition review control procedures.  Include discussions of
when
you expect all improvements and corrective actions will be
implemented and what actions you are taking in the interim to
mitigate the weaknesses in the controls.


Form 10-Q for the Quarter Ended October 31, 2005

Condensed Consolidated Financial Statements, page 3

Notes to Condensed Consolidated Financial Statements, page 6

Note 5.  Long-term investments, page 11

- -VisEra Technologies Company, Ltd, page 12

4. We note that you amended your joint venture agreement with
Taiwan
Semiconductor Manufacturing Company (TSMC) in August 2005 which
resulted in the consolidation of this entity`s results during the
three months ended October 31, 2005.  We further note that you
have a
50% interest in this joint venture.  Please tell us and revise
future
filings to explain your basis in GAAP for consolidating this
entity.
We may have further comment after receiving your response.

      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
comment
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 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. Peter V. Leigh
OmniVision Technologies, Inc.
January 26, 2006
Page 1