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Letter to the SEC

 December 9, 2005

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Mergers and Acquisitions

 Attention: Abby Adams, Special Counsel

 100 F Street, N.W.

 Washington, D.C. 20549-0303

Re:

OSE-USA, Inc. (“OSE”)

Orient Semiconductor Electronics Limited (“OSET”)

OSE Acquisition Corporation (“OSEA”):

Preliminary Schedules 13E-3 and 14C Filed 10/14/2005

Our File No.: 30207.010

 Dear
Ms. Adams:

 This letter responds to your letter dated November 10,
2005 addressed to our legal counsel John Carr (the “Comment Letter”), which comments upon and requests that we respond to questions regarding the documents listed above which we have previously filed in connection with the proposed
privatization of OSE. At the same time, OSE is filing a revised Preliminary Information Statement on Schedule 14C (including a copy marked to show changes in compliance with Rule 14c-5(e)) and we are filing a revised Preliminary Schedule 13E-3 to
reflect changes in cross-references to the Preliminary Information Statement.

 We have reviewed the Comment Letter with the assistance of our legal and financial advisors; in addition, Mr. Carr spoke with you by telephone on November 16 and 17 and December 7 to discuss certain issues. Our responses
below are keyed to the numbers of the items in the Comment Letter without repetition of the comments themselves, except to the extent necessary for clarity.

 We wish first to bring to your attention two major considerations which influenced our initial filings and which are related to many of your comments:

 (1) As Mr. Carr informed you on November 17, as our legal advisor he attempted to select an
appropriate model among recent EDGAR filings for our Schedule 13E-3 and OSE’s Schedule 14C in order to be able to prepare documents which would satisfy the Division’s review standards. After reviewing all recent “going private”
filings with the Commission, Mr. Carr determined, and so advised us, that documents filed by Davel Communications, Inc. on April 12 and May 2, 2005, would be reasonable models in view of a number of similarities in circumstances, among them: (1) a
subject company with a very large accumulated deficit and stock trading at a very low level over a period of years in a thin market; (2) the small amount of consideration paid - $0.015 per share; (3) the Delaware domicile of the entities involved;
(4) the approval of the going private transaction by written consent of a majority shareholder; (5) the elimination of all minority shareholders in the transaction and the absence of any special consideration for minority shareholders in the form of
separate approval rights, special counsel or appraisal services, or the services of an unaffiliated representative in the negotiation of the transaction; and (6) a principal purpose to avoid the expense of compliance with registration and reporting
requirements under the federal securities laws.

 We have observed that a number of your comments concern disclosure issues as to which we attempted to
follow the Davel model, as for example, the titles of certain sections and the use of “embedded lists.” We recognize, of course, that there are significant differences – for example, the Davel transaction was completed
by a reverse stock split rather than a statutory merger, and the Davel negotiations included offers and discussions with a number of interested third parties – and that we are not privy to the review process which resulted in the
Davel filings. We bring attention to this issue, however, not to claim any entitlement but rather to explain why our filings contained (or did not contain) disclosures which your comments suggest made the documents in our initial filings
deficient with respect to the requirements of Schedule 13E-3 and Regulation M-A.

 (2) Many of your comments flow from an apparent concern that we have given insufficient attention to the effects of our Merger on OSE’s unaffiliated common stockholders. We are of course aware, and were advised by our legal counsel, of
the requirements imposed by Delaware case law when a proposed “going private” merger involving a controlling stockholder is contested by minority stockholders. Our approach, therefore, has been deliberate. A comparison with the underlying
circumstances of Vice Chancellor Strine’s opinion delivered earlier this year in the case of In re Cox Communications, Inc. Shareholders Litigation. Cons. C.A. 613-N is instructive. When there is significant value to be disputed,
proponents of such a transaction prepare beforehand with independent director and minority stockholder approval conditions, and public announcement is followed rapidly – often the same day that the transaction is first publicly announced –
by a race to the courthouse by plaintiff’s lawyers to be first to file a complaint alleging unfairness to unaffiliated stockholders. By contrast, the response to our public announcement, aside from a few emails from unhappy stockholders and a
predictable settling of the market price at or near the proposed Cash Consideration level of $.006, has been utter silence.

 We believe that to impose the customary panoply of procedural safeguards – committees of independent directors, minority stockholder representatives and approval
conditions and the like – upon a transaction such as ours would provide no practical benefit for our unaffiliated stockholders, would generate additional significant and unnecessary costs, and could deter what is in fact a rescue operation by
Orient. Should our proposal be legally challenged by any of our unaffiliated stockholders before it is accomplished, an outcome which we do not expect since there is so little left in the company to fight over, our probable response, should we be
unable to settle such an action quickly and at minimal cost, would be to abandon the transaction and take OSE into voluntary liquidation.

 We saw no reason to focus on these necessarily hard facts and probabilities in order to explain to our unaffiliated stockholders the reasons for our decision not to
provide the customary procedures for assuring overall fairness when there is substantial value and a genuine and material dispute as to its amount, and we took the Davel Communications filings as an appropriate model, we hoped, for a different and
more realistic approach which would be recognized by the Division. If in this we were mistaken, we of course apologize, and have

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 attempted to modify our disclosures, both generally and in direct response to your specific comments, to focus more
directly and frankly on the effect of the Merger and of the procedures we have taken to accomplish it on our unaffiliated stockholders.

 Cover Page

 1. You note that the common stock “traded at $0.04 in the past two quarters, which is 667% of the merger consideration, and as much as $0.103 in the second quarter
of this year,” and ask what consideration we gave to these facts in determining that the merger price “will provide liquidity.” As we understand it, the point of this observation is to question whether the merger consideration of
$0.006 per share would provide true liquidity if it is significantly less than recent trading prices. However, your statements as to recent trading prices are incorrect. According to OSE’s records, the common stock last traded at the level of
$0.04 on December 22, 2004, and during all of 2005 has exceeded $.03 on only 7 days between January 1 and February 10. The stock last traded at the level of $.10 per share or more on three consecutive days early in the second quarter
of 2004 and, prior to that, during the third quarter of 2001. The Fairness Opinion further observes that the stock has traded at or below the one cent level for most of 2005. Hence, we believe that the merger consideration compares more favorably
with recent market activity than the numbers which you indicated would suggest. This market activity was considered and given appropriate weight both by our boards of directors and by our financial advisor in preparing its Fairness Opinion. We have
augmented the chart in the section “Market Prices of our Common Stock and Dividend Policy” to include market information for the first three quarters of 2005 to clarify the recent market history.

 Further, by “liquidity” we signify merely the common understanding
of that term, that is, the ability to convert an asset to cash. OSE’s public float is over 38 million shares. During the first three quarters of 2005 there were 180 trading days; daily trading volume was zero on 57 trading days (including
13 days in September alone), was 100,000 shares or less on 101 additional days, exceeded 100,000 shares but not 1,000,000 shares on 22 additional days, and exceeded 1,000,000 shares on only 2 days (March 21 and 23). Market volume during 2005 has not
differed significantly from that of recent years. By any standard, this is an extremely thin market, and we believe it is typical of financially distressed companies. By contrast, the Merger will enable all shareholders to obtain cash for their
shares, and we believe it is appropriate to refer to this as a “liquidity” event.

 We did of course consider, in determining not to conduct a tender offer, the possibility that the $.006 per share merger consideration is so small that it might inhibit minority shareholders from accepting the merger
consideration and thus prevent achieving the very purpose of a tender, which would be to reduce the number of shareholders as a prerequisite to deregistering OSE’s common stock. We disclosed this in our original filing, and refer you to the
discussion under the headers “Special Factors – Alternatives Considered by the Board of Directors” on p. 12 of the Preliminary Information Statement.

 Notwithstanding, we concede that the Merger will be coercive as to OSE’s minority shareholders – that is, they
either must accept the merger consideration or assert appraisal rights under Delaware law in order to challenge it. We therefore have decided to re-characterize the

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 offer of the merger consideration as an event which will enable all of our unaffiliated stockholders shareholders to
exchange their shares for cash rather than as a “liquidity opportunity.” We hope these changes will answer the Division’s expressed concerns.

 Summary Term Sheet

 2. The total amount of the cash consideration to be paid to the minority shareholders, $228,600, has already been disclosed in the Summary on page 2 of the Preliminary
Information Statement and in the third paragraph of the Cover Sheet. This seems to us to comply with the request stated in your comment; however we have added an additional reference in the Summary to make the disclosure more prominent.

 Special Factors

 3. (a) We have revised the disclosure to make clear that the three methods described
were the only ones to which our boards gave significant consideration and to clarify that the reasons for not pursuing either a self-tender or a third party tender were the same – the cost involved and our apprehension that a tender of any kind
would run a significant risk of not obtaining sufficient shares to complete the process by a short-from merger. We have further revised the disclosures to make clear that we did not consider any procedure which would result merely in reducing the
number of OSE shareholders just below the 300 level, since not only would such a procedure treat minority shareholders unequally but it also would give us no assurance that we would be able to maintain the number of record owners of OSE common stock
below the 300 level.

 (b) We do not understand why further
discussion of a reverse stock split is necessary. The disclosure makes clear that, although this is a common method of going private, we were advised that a reverse stock split would not be legally possible because of the necessity to obtain a
permit from the California Department of Corporations which Department policy prohibits. We have included, however, an explanation why Orient would not consider a reverse stock split at any rate not sufficient to eliminate all other stockholders.

 (c) Except as we have disclosed in connection with the
decision not to pursue a tender offer, the size of the consideration to be paid for the OSE common stock had no impact on the decision to pursue the transaction by means of a statutory merger. We have included a statement to that effect, and have
revised our disclosures to make clear that maintaining the status quo was not a viable alternative.

 Reasons for the Merger

 4. In place of the embedded lists which you asked to be removed, we have inserted a chart to disclose the itemized cost savings, including an itemized breakdown of the
anticipated Sarbanes-Oxley compliance costs savings.

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 Factors Considered

 5. We have revised the disclosure in accordance with your request.

 6. We have revised the disclosure to make clear that shareholders’ ability to sell their
shares will no longer be dependent on the market alone, which for a long period of time has traded thinly and at very low levels, and that they may either accept the Cash Consideration or obtain fair value of their shares as determined by a court,
by asserting appraisal rights under Delaware law.

 7. We have revised the disclosure to reflect fairness as to unaffiliated shareholders separately.

 8. (a) We have revised the disclosure to indicate which of the factors outlined in Instruction 2 to M-A Item 1014 were determined by our boards to be either immaterial or irrelevant to our determination of the overall
fairness of the transaction, and the reasons for those determinations.

 (b) We believe that your further comment regarding insulation from liability reflects a misunderstanding of the purposes and use we have made of the Fairness Opinion. We obtained the Fairness Opinion in order to secure an independent expert
affirmation of our determination that payment of $0.006 per share in exchange for the outstanding shares of OSE common stock is fair to OSE and its shareholders. We do not claim, and have not asserted, that the Fairness Opinion insulates us from
liability for our determination. Moreover, there are of course other factors besides price to be considered in determining overall fairness as required by M-A Item 1014. The Fairness Opinion, however, is limited to a discussion and analysis
only of the fairness of the Cash Consideration to be paid. It is not intended to be an analysis of overall fairness of the entire transaction in accordance with the factors outlined in Instruction 2 and we did not obtain it for that purpose. We
believe, however, that the Fairness Opinion fully analyzes and discusses all relevant and materially important factors necessary to reach a decision as to the fairness of the Cash Consideration. We have revised the fairness discussion to clarify
this distinction.

 9. We have revised our disclosure to indicate our belief
that the lack of the “procedural safeguards” is outweighed by the substantive features of the transaction, including most importantly the fairness of the price itself and the effect of the Merger to enable all shareholders to obtain value
for their shares and, to the extent available with respect to each shareholder, the tax benefit of a capital loss.

 10. Since all shareholders will receive the same per share Cash Consideration for their shares, our boards of directors believed it appropriate to obtain an opinion as to
the fairness of the Cash Consideration to all shareholders. At our request, however, FSCG has agreed to modify its Fairness Opinion to provide its opinion with respect to the fairness of the payment of the Cash Consideration to unaffiliated
stockholders separately. In addition, our boards have reviewed and revised their fairness determinations to focus on unaffiliated stockholders and we have revised our disclosures ac