SecProbe.io

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Mail Stop 3561

      							August 31, 2005

Via U.S. Mail and Fax
Mr. Frans Spaargaren
Chief Financial Officer
Gemplus International SA
46a, avenue JF Kennedy
2nd floor
L-1855 Luxembourg
Grand Duchy of Luxembourg

	RE:	Gemplus International SA
      Form 20-F for the fiscal year ended December 31, 2004
		Filed June 30, 2005
		File No. 000-31052

Dear Mr. Spaargaren:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your document.  Where indicated, we think you should
revise your document 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 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 20-F for Fiscal Year Ended December 31, 2004

2.  Summary of Significant Accounting Policies, page F-6

2.2 Principles of Consolidation, page F-6

(b) Associates, page F-7

1. Please clarify what you mean by the disclosure on page F-7
where
you state that your share of post-acquisition movements in
reserves
of your associates is recognized in reserves, and tell us how you
addressed this in your US GAAP financial information.

2.3 Foreign currency, page F-7

(b) Transactions and balances, page F-7

2. Please explain further your disclosure on page F-7 where you
state
"translation differences on non-monetary items, such as equities
classified as available-for-sale financial assets, are included in
"Other comprehensive income" within shareholders` equity" and tell
us
how you addressed this in your US GAAP financial information.

2.5  Revenue recognition, page F-9

3. We refer to your statement within the Business Overview section
"Many chip card sales are combined and priced or sold together
with
sales of these services and software for customers within the
applicable reporting segment, and therefore we do not separately
report these sales."  For each reporting segment, please describe
to
us in more detail the nature of these arrangements in which you
have
chip card sales, software sales and service sales.  In addition,
explain to us your consideration of EITF 00-21 and SOP 97-2 in
accounting for these multiple deliverable revenue arrangements
under
US GAAP.

(a) Sales of goods, page F-9

4. We note on page F-39 that you sell prepaid phone cards as part
of
your Telecommunications segment.  Please clarify for us whether
you
report this revenue gross as a principle or net as an agent under
US
GAAP and explain to us your consideration of EITF 99-19 in making
this determination.

(b) Sales of services, page F-9

5. We note your statement "Revenues are recognized by reference to
the stage of completion at the balance sheet date, provided that
the
outcome of the contracts can be estimated reliably."  Please
explain
to us and revise your filing to discuss how you determine the
stage
of completion under US GAAP.  If you use a percentage of
completion
method based on costs incurred to date over total estimated costs,
tell us why you believe this is more appropriate under US GAAP
then
some type of output measure such as contract milestones or units
of
work completed.

2.8  Property, plant and equipment, page F-9

6. We note from your disclosure on page F-10 that leases where the
Company has substantially all the risks and rewards of ownership
are
classified as finance leases.  Please tell us in your response
letter
whether the lease capitalization criteria under IFRS are identical
to
those identified under paragraph 7 of SFAS 13.  If not, explain to
us
in detail your consideration of the differences in preparing your
net
income, balance sheet, and cash flow statement reconciliations and
revise your filing to discuss these differences.

2.10  Impairment of assets, page F-10

7. Please refer to SFAS No. 144 and explain to us any differences
in
your accounting for impairment of long-lived assets under IFRS and
US
GAAP.  Advise us of your consideration of SFAS 144 in accounting
for
the asset impairments discussed in your Restructuring note on
pages
F-28 through F-30 and revise to include the required disclosures
of
paragraph 26c and 26d of SFAS 144.

11. Goodwill, page F-20

Impairment tests for goodwill, page F-21

8. It appears that your decision to either sell or cease SLP
operations in 2002 may qualify for treatment as discontinued
operations for US GAAP reporting purposes.  Please advise us, in
detail, or disclose the nature of this difference in GAAP and the
impact of this treatment on income from continuing operations as
determined under U.S. GAAP.  We refer you to the guidance in
paragraphs 41-44 of SFAS No. 144.  It may also be necessary for
you
to present additional U.S. GAAP earnings per share data pursuant
to
paragraphs 36 and 37 of SFAS No. 128.

12. Deferred Development Costs, page F-21

9. With a view towards clarifying disclosure, please explain to us
the nature of the deferred development costs reported in this
footnote.  Also, please explain to us how these deferred items
were
addressed in your reconciliations of net income and shareholders`
equity in Note 39.

14.  Investment in Associates, page F-22

10. Please revise to include the required disclosures of paragraph
20
of APB 18 for your investments in common stock.

18.  Current and Non-Current Obligations Under Finance Leases,
page
F-24

11. Refer to your sale-leaseback discussion on page F-25 and
explain
to us in detail how you accounted for this transaction under US
GAAP.
In addition, tell us why this transaction resulted in no gain or
loss
under US GAAP.

19.  Non-Current Portion of Provisions and other Liabilities, page
F-
25

12. Please refer to SFAS No. 5 and explain to us any differences
in
your accounting for contingencies under IFRS and US GAAP.  In this
regard, it is unclear why you are reversing loss accruals into
income
under US GAAP if such accruals were reasonable estimates of
probable
losses.  Please explain. Also, explain the "Reclassification
within
balance sheet items" and tell us why you did not record the
entries
in your results of operations.  In addition, please explain to us
what is included within the Other provisions line item and tell us
in
detail what caused the change in the balance during 2004.

13. In order to help us better understand your disclosure related
to
the tax assessment received from the French tax authority, please
address the following items in your response letter:
* Explain to us your US GAAP basis for recognizing the euro 3,990
thousand net income tax charge between 2002 and 2004, including
the
facts and circumstances that led to the 2003 and 2004 revisions.
* Explain to us why the tax assessment resulted in the recognition
of
tax losses carried over amounting to euro24,040.  Further, clarify
why the recovery of the carryback is expected in mid-2007 given
that
you recognized the carryback in 2004.
* Explain your US GAAP basis for discounting the carryback.

29.  Income Tax Expense, page F-36

Loss carryforward, page F-37

14. Based on your disclosure, it appears that you have recorded a
valuation allowance for most if not all of your potential deferred
tax assets related to your net operating loss carryforwards.
Pease
disclose and explain to us your US GAAP basis for this accounting
treatment given that the majority of these carryforwards may be
used
indefinitely.

15. Refer to the 2nd to last paragraph on page F-37 and explain to
us
the nature of these business changes in Germany and Mexico that
caused you to decrease the amount of deferred tax assets
recognized
in previous years.  Reference all authoritative, pertinent, US
GAAP
accounting literature that supports your accounting treatment in
your
response letter.

35.  Commitments and Contingencies, page F-41

Off-balance sheet arrangements, page F-42

16. Refer to your discussion of the stand-by letter in the 2nd
paragraph on page F-43.  Please explain to us your consideration
of
FIN 45 in determining not to record this guarantee as a liability
under US GAAP.

37.  Related Party Transactions, page F-44

17. Refer to the 3rd paragraph on page F-45 and clarify for us the
nature of the transaction between GemVentures 1 NV and Dassault
Multimedia SAS, your business purpose for lending the shares of
Welcome Real Time, and explain how you accounted for it under US
GAAP.  Tell us if you received cash in exchange for the shares and
if
you continue to report the loaned Welcome Real Time shares as an
investment on your balance sheet.

18. Refer to the 2nd to last paragraph on page F-45 and tell us
whether you gave any accounting treatment under US GAAP to the
guarantees that you provided on the obligations of Apeera Inc.
Reference all pertinent, authoritative, US GAAP accounting
literature
in your response letter that supports your accounting.

19. It appears the certification services operator business
division,
formally owned by Certplus SA, may qualify for treatment as
discontinued operation for US GAAP reporting purposes.  Please
advise
us, in detail, or disclose the nature of this difference in GAAP
and
the impact of this treatment on income from continuing operations
as
determined under U.S. GAAP.  We refer you to the guidance in
paragraphs 41-44 of SFAS No. 144.  It may also be necessary for
you
to present additional U.S. GAAP earnings per share data pursuant
to
paragraphs 36 and 37 of SFAS No. 128.

39. Differences Between International Financial Reporting
Standards
and US Generally Accepted Accounting Principles, page F-46

20. Refer to the caption "Reversal of restoration of impairment
losses on long-lived assets" on your reconciliations of net income
and shareholders` equity on pages F-46 and F-47 respectively.
Tell
us whether the total balances of these reconciling items relate to
the reversal of goodwill impairment losses or whether any portion
relates to the reversal of impairment losses on other non-current
assets.  If the entire balance relates to goodwill, please revise
your disclosure on page F-48 to state this fact.  Otherwise,
please
revise to separately disclose the amount that relates to goodwill
and
the amount that relates to other non-current assets.

21. Refer to your reconciliations of net income and operating
income
on pages F-46 and F-51 respectively and explain to us why the
amount
of the net income reconciling item "Goodwill amortization and
impairment" is different from the amount of the operating income
reconciling item "Goodwill amortization on consolidated
subsidiaries."

22. Refer to the reconciliation of shareholder`s equity on page F-
47.
We do not understand the reasons for the euro25,755 thousand
increase
in shareholders equity determined in accordance with US GAAP in
2004.
So that we may clearly understand the items that impacted
shareholder`s equity determined under US GAAP, please provide us a
roll forward of your US GAAP shareholder`s equity from December
31,
2002 through December 31, 2004.  Separately identify and explain
all
items that impacted your US GAAP shareholders` equity during this
two-year period.

23. In addition, clarify for us why the Non-recourse loans caused
a
euro4.3 million difference in shareholders` equity between IFRS
and
US GAAP.  In this regard, we note that you mention non-recourse
loans
in the 2nd paragraph on page F-48, but you do not indicate why
these
loans caused a difference in shareholders` equity.  Also revise
your
disclosure to clarify.

24. It is unclear why you have not provided an adjustment in your
reconciliations of net income and shareholder`s equity to present
the
impact of your Associates reporting under US GAAP.  Please revise
or
advise us in detail.

25. It is unclear why you have not made an adjustment in your
reconciliations of net income and shareholder`s equity to report
the
impact on minority interest of the differences between US GAAP and
IFRS in your partially owned subsidiaries.  Please revise or
advise
us in detail.

*    *    *    *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  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 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 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 Adam Washecka, Staff Accountant, at (202)
551-
3375 or Robert S. Littlepage, Jr., Accounting Branch Chief, at
(202)
551-3361 if you have questions regarding comments on the financial
statements and related matters.  Please contact me at (202) 551-
3810
with any other questions.

								Sincerely,

								Larry Spirgel
								Assistant Director
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Mr. Frans Spaargaren
Gemplus International SA
August 31, 2005
Page 7

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