SecProbe.io

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Mail Stop 0306

May 11, 2005

Bertrand F. Cambou
Chief Executive Officer
Spansion Inc.
915 DeGuigne Drive
P.O. Box 3453
Sunnyvale, CA 94088

Re:	Spansion Inc.
	Registration Statement on Form S-1
      Filed April 13, 2005
	Registration No. 333-124041

Dear Mr. Cambou:

      We have reviewed your filing and have the following
comments.
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
supplemental 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Registration Statement on Form S-1

General

1. Please confirm that any preliminary prospectus you circulate
will
include all non-Rule 430A information.  This includes a bona fide
estimate of the range of the maximum offering price and the
maximum
number of securities offered.

2. We note that significant sections of your prospectus provide
disclosures regarding Spansion LLC but do not yet provide the
required disclosures for the registrant (e.g., your "Management"
section).  Please provide the required disclosures for Spansion
Inc.
in your next amendment.  In addition, please fill in the numerous
blanks throughout the filing and file the remaining exhibits to
your
registration statement.  Please note that we may have additional
comments after your filing contains more complete information and
the
remaining exhibits to your registration statement have been filed.

3. Please provide us with copies of the industry reports you cite
throughout your prospectus, and clearly mark the relevant sections
that support the data you have included in your prospectus and the
page number of your prospectus where such data has been used.
Also
tell us whether the sources of the cited data have consented to
your
use of their names and data and whether any of the reports were
commissioned by you or prepared specifically for your use.

4. Please supplementally provide us with copies of all artwork and
any graphics that you intend to include in the prospectus when you
file the first amendment to your registration statement.
Cover Page of Prospectus

5. Briefly describe the voting rights of the Class A common stock,
the fact that there will also be shares of Class B, C and D common
stock and their respective voting rights, and the extent to which
AMD
and Fujitsu will continue to control your company after the
offering.

6. Please delete the "Joint Book-Running Managers" statement as
this
is inappropriate cover page disclosure.

Summary - Page 1

7. Your summary should briefly highlight, and not merely repeat,
the
key information in your prospectus.  For example, please consider
whether all or part of your disclosures that appear under the
headings "Our Strengths" and "Our Strategy" might be better suited
for disclosure only in the body of the prospectus.  In addition,
the
disclosure in your summary should provide a balanced presentation
of
your business.  Expand your summary to balance the disclosure with
a
realistic picture of some of the challenges you face, many of
which
are identified in your risk factors section.  For example, we note
your significant reliance on consumer demand for mobile phones,
your
significant indebtedness, your anticipated capital expenditures
for
fiscal 2005, and the increased risk of intellectual property
infringement claims again you.

Overview - Page 1

8. Please supplementally provide independent and objective support
for your statements that you are the "largest company in the world
dedicated exclusively to developing, designing and manufacturing
Flash memory," and that Flash memory is "one of the fastest
growing
segments of the semiconductor industry," and for the statements in
the sentence beginning "[o]ur products are sold to many of the top
original equipment manufacturers...."  Please tell us whether you
are
the largest company in terms of revenue in the Flash memory
market,
and why you believe that it is significant that you are the
largest
company in the world dedicated exclusively to the Flash memory
market.

9. We note from your first risk factor on page 12 that a
significant
portion of the NOR Flash memory market in 2004 is dependent on
consumer demand for mobile phones and that a substantial portion
of
your sales were made to the wireless category of the Flash memory
market.  Please revise your summary to make clear the degree to
which
your historical revenues have relied upon sales to the mobile
phone
market.

10. Please balance your disclosure of your fiscal 2004 net sales
with
disclosure of your fiscal 2004 net loss.

Company Information - Page 4

11. Please clarify the nature of the transaction that will result
in
the conversion of Spansion LLC into Spansion Inc.  For example,
will
the conversion be conducted pursuant to a merger of these
entities?

Cost Reduction Efforts - Page 5

12. If you elect to retain this subsection in the summary, please
revise to explain in greater detail your cost reduction efforts.
Your revised disclosure should include, among other things, the
anticipated timing of completion and anticipated cost savings of
each
disclosed action.  In particular, please discuss in greater detail
your efforts to reduce your costs under your service agreements
with
AMD and Fujitsu.

Concurrent Debt Offering - Page 5

13. We note that you intend to conduct a note offering
concurrently
with the registered offering.  Please provide us with your
analysis
as to why the offers and sales of the notes should not be
integrated
with the registered offering, including a discussion of any
relevant
staff interpretations.

14. If the proceeds of the concurrent debt offering will be used
in
whole or in part to repay outstanding indebtedness owed to
affiliates, please include appropriate disclosure here and
elsewhere
where appropriate throughout your prospectus.

Risk Factors - Page 12

15. Please expand your risk factors to describe any risks that may
result from the commoditization of memory products and declining
average sales prices.

Risks Related to Our Business and Industry - Page 12

If we are unable to diversify our customer base... - Page 18

16. Please revise to disclose the percentage of your net sales
accounted for by your five largest end user customers during
fiscal
2004.  Please also revise your Business section to include the
disclosures regarding dependence on customers required by Item
101(c)(vii) of Regulation S-K.

Risks Related to Our Relationship with AMD and Fujitsu - Page 24

We may be delayed or prevented from taking certain actions... -
Page
24

17. We note that there may be conflicts of interest with AMD and
Fujitsu.  In an appropriate location in your prospectus, disclose
whether you have established any procedures to minimize the
potential
for conflicts of interest between you and AMD and Fujitsu.  If so,
describe those procedures.

Use of Proceeds - Page 31

18. Please disclose the approximate amount of proceeds to be used
for
each stated use of proceeds, consistent with Item 504 of
Regulation
S-K.  In addition, to aid investor understanding, please clarify
more
specifically the nature of your intended uses.

19. We note your statement that "[d]epending on future events,
[you]
may determine at a later time to use the net proceeds for
different
purposes."  Please revise to discuss the specific contingencies
that
may result in such a change and the specific alternative uses of
proceeds in the event that those contingencies occur.  Refer to
Instruction 7 to Item 504 of Regulation S-K.

20. Please provide disclosures substantially similar to those
called
for by Instruction 4 to Item 504 of Regulation S-K with respect to
the indebtedness to be repaid with the proceeds of the concurrent
debt offering.

Capitalization - Page 32

21. Please remove the cash, cash equivalents and short term
investments caption from this table.

Dilution - Page 33

22. Please explain that if your underwriters` over-allotment is
exercised in full, the number of shares held by new investors will
increase, and quantify the additional dilutive effect.

Unaudited Pro Forma Consolidated Financial Data - Page 34

23. Pro forma financial information should only illustrate the
isolated and objectively measurable (based on historically
determined
amounts) effects of a particular transaction, while excluding
effects
that rely on highly judgmental estimates of how historical
management
practices and operating decisions may or may not have changed as a
result of that transaction.  Information about the possible or
expected impact of current actions taken by management in response
to
the pro forma transaction, as if management`s actions were carried
out in previous reporting periods, is considered a projection and
not
an objective of Article 11 of Regulation S-X.  Presentation of
forward looking and projected information should be confined to
supplemental information separately identified as such
(information
that is not required or contemplated by Article 11) and in MD&A.
See
also Item 11-03 of Regulation S-X.  Effects of new major
distribution, cost sharing, or management agreements, and
compensation or benefit plans should only be reflected in the pro
forma statements if amounts can be factually supported, are
directly
attributable to the transaction, and are expected to have a
continuing impact on the statement of operations.  Please tell us
why
you believe that your presentation of pro forma financial
information
reflecting each of the transactions on page 34 is appropriate
under
Items 11-01 and 11-02 of Regulation S-X considering the above.
Discuss the extent to which amounts were determined based upon the
terms of new contractual agreements versus highly judgmental
estimates.  Discuss the reasons that AMD and Fujitsu agreed to
these
reductions.  Discuss any other changes in these agreements that
may
also reduce the level or types of services or other benefits you
receive from AMD and Fujitsu.  Tell us why you refer to an
"understanding" with AMD and Fujitsu and not agreements.  Explain
why
you refer to amounts "which [you] believe" would have been
reflected.
Explain how you calculated the amounts related to the reflected
transactions.

24. We note that one of the adjustments relates to a reduction in
your royalty rate from 1 percent to 0.3 percent.  This adjustment
decreases your cost of sales by $35.0 million.  We note that the
pro
forma statements do not reflect any additional costs that you will
incur due to your loss of rights to key intellectual property of
AMD
as discussed on pages 12 - 13 and page 41.  Please address why you
believe that the pro forma statements fairly reflect the impact of
your royalty agreements considering you are not including the
additional costs you will need to incur to license the
intellectual
property previously licensed from AMD.

25. Please tell us what consideration you gave to presenting a pro
forma balance sheet to reflect the following transactions:

* Assumption of liabilities related to transferred employees such
as
pension, profit sharing, accrued vacation, etc.

* Change in structure of debt due to issuance of new debt and pay
down of old debt.  Also address why you did not reflect any
changes
in your pro forma statement of operations.

* One-time for deferred taxes that will be incurred in connection
with your conversion into a corporation.

26. We note the disclosure on page 35.  Please tell us why you did
not discuss the impact of changes in purchasing power and entering
into new agreements with third-party providers, as disclosed on
page
26 of your Risk Factors, as one of the factors that may change
your
future cost structure.

27. Please quantify the distribution margin that AMD currently
receives.

Management`s Discussion and Analysis... - Page 39

28. Please tell us where in MD&A you discuss the following, or
tell
us why a discussion of the item is not required:

* Planned capital expenditures of $450 million in fiscal 2005 (see
page 15).  If material, quantify the total amount you will need to
spend for the 300-millimeter Flash memory capacity to have this
capacity in fiscal 2007 and the source of funds for this project.

* Potential increased costs resulting from a decrease in your
purchasing power or other factors/cost due to no longer being a
majority-owned subsidiary of AMD (see page 26).

Flash Memory Market - Page 41

29. Please expand your disclosure to explain why you were delayed
in
introducing products based on your second-generation MirrorBit
technology and when you expect to deliver products based on this
technology.

Results of Operations - Page 45

30. Please disclose the amount of revenues earned for the period
from
April 1, 2003 through June 30, 2003, since this period included
only
sales of Flash memory wafers whereas sales after this period were
of
finished Flash memory products, or tell us in detail why you
cannot
provide this information.

31. We note that your net sales declined in the second half of
fiscal
2004 compared with the first half of fiscal 2004 due to the fact
that
you were not able to meet demand for certain of your lower density
products for the embedded category of the Flash memory market in
the
first half of fiscal 2004, which led to your competitors
increasing
their market share in the second half of fiscal 2004.  Please
revise
the discussion here and on page 50 to disclose why you were not
able
to meet demand, quantify the effect on revenue of your inability
to
meet demand, and discuss the measures you have undertaken to
remedy
the problem, if any.

Net Sales to Members - Page 50

32. Please revise throughout this subsection to quantify the
percentage or amount of each disclosed change in average selling
prices or unit shipments.  In addition, where a change in net
sales
from one period to another was due to multiple factors, please
quantify the extent to which each factor contributed to the
change.

Financial Condition - Page 51

33. We note your disclosure regarding your issuance of notes
concurrently with this offering.  Please quantify the amount you
intend to raise in the note offering, and supplementally update us
regarding the status of your note offering.  Please confirm that
you
will disclose all of the material terms and file all related
material
agreements relating to the note offering prior to the initial
public
offering.

Quantitative and Qualitative Disclosure About Market Risk - Page
59

34. We note that you have various debt instruments denominated in
foreign currencies.  Please tell us why you do not provide
quantitative and qualitative information about the market risk
related to foreign currency exchange rate risk of these
instruments.

Business - Page 62

Our Technology - Page 69

35. We note your disclosure in the last paragraph that your
QuadBit
technology would enable you to target a portion of the removable
storage category of the Flash memory market.  Please clarify the
portion of the market that this product would address.  In
addition,
please expand your disclosure in the following sentence to
generally
indicate the types of new Flash memory products that you intend to
create.

Architecture - Page 69

36. Please revise your disclosure, here or in another appropriate
location, t