Mail Stop 4561


								April 14, 2006



Richard L. Schlenker
Corporate Secretary
Exponent, Inc.
149 Commonwealth Drive
Menlo Park, CA  94025

Re:	Exponent, Inc.
	Preliminary Proxy Statement on Schedule 14A
	Filed April 5, 2006
	File No. 0-18655


Dear Mr. Schlenker:

	This is to advise you that we have conducted only a limited
review of your preliminary proxy statement.  Based on that limited
review, we have the following comments.
General

Your disclosure indicates that by approving an amendment to
Exponent`s certificate of incorporation to increase the number of
authorized shares of common stock and preferred stock,
shareholders
are also voting to effect a two-for-one stock split of your common
shares.  In accordance with Rule 14a-4(a)(3), please unbundle this
provision to provide shareholders the opportunity to vote on this
matter separately from the proposal regarding increasing the
number
of authorized shares of common and preferred stock.  For further
guidance, please see the Fifth Supplement to the Division of
Corporation Finance`s Manual of Publicly Available Telephone
Interpretations (September 2004).   Please ensure that consistent
revisions are made elsewhere in the proxy statement and on the
proxy
card.

*  *  *  *
      As appropriate, please amend your filing in response to
these
comments.  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 supplemental 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 filings reviewed by the staff to
be
certain 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.

	Before the amended registration statement is declared
effective
pursuant to Section 8 of the Securities Act, the company should
provide us a letter, acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness 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 connection with our review of
your
filing or in response to our comments on your filing.

	If you have any questions, please call Jeffrey Shady at (202)
551-3471 or me at (202) 551-3694.

      Sincerely,



      Owen Pinkerton
      Senior Counsel


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Richard L. Schlenker
Exponent, Inc.
April 14, 2006
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