SecProbe.io

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Mail Stop 6010

June 27, 2005

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

Re:	Spansion Inc.
	Amendment No. 1 to Registration Statement on Form S-1
      Filed June 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
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.

Amendment No. 1 to Registration Statement on Form S-1

1. Please confirm that, for responses to our previous comments in
which you undertake to resolve the issue raised in a future
amendment, you will do so before you circulate preliminary
prospectus.  Please accompany that future amendment with a
response
letter that identifies which prior comments are addressed in that
amendment and how you resolved the comment.

2. We note that you have requested confidential treatment with
regard
to several of your of your exhibits.  We are reviewing and will
provide comments on your request separately.  Comments on your
request must be resolved before we may accelerate the
effectiveness
of this registration statement.

Summary, page 1

Overview, page 1

3. We note your response to our prior comment 8.  Please clarify
in
an appropriate place in your prospectus that you are not the
largest
company in the world in terms of revenue in the Flash memory
market.

4. We also note from your response to our prior comment 8 the
reasons
why you believe that being the largest company in the world
dedicated
exclusively to the Flash memory market is significant.  We also
note
the following disclosure on page 18:

In particular, in the past, our competitors have aggressively
priced
their products in order to increase market share, which resulted
in
decreased average selling prices for our products in the second
half
of fiscal 2004 and the first quarter of fiscal 2005 and adversely
impacted our results of operations.

Please balance the disclosure in your prospectus regarding your
status as the largest company in the world dedicated exclusively
to
the Flash memory market to indicate any disadvantages of your
strategic position in this regard.  For example, do you face any
particular risks from your competitors that are more diversified
as
they may be able to cut their prices and absorb lower profit
margins
in order to gain market share which could disproportionately
impact
your overall profit margins and results of operations?

5. We note your disclosure that according to iSuppli, you were
"the
largest supplier of NOR flash memory in 2004, with a 25.9 percent
market share...."  We also note from the copy of the industry
report
that you provided that your market share decreased each quarter
during 2004, beginning at 29.5% for the first quarter of 2004 and
ending at 22.8% for the fourth quarter of 2004, while Intel`s
market
share increased each quarter during 2004, placing their market
share
at 28.3% for the fourth quarter of 2004.  If these trends
continue,
please update your statement regarding the size and position of
your
market share.

6. We note your response to our prior comment 9 and your
additional
disclosure.  If known, please quantify, in terms of dollar amount
and
percentage, the amount of your sales to the wireless category in
general and the mobile phone category in particular for fiscal
2004.

Our Industry, page 2

7. We note your disclosure on page 2 that iSuppli projects that
"the
Flash memory market will reach sales of $23.3 billion in 2008,
representing a compound annual growth rate of 9.9 percent from
2004
to 2008."  We also note from the iSuppli report that you provided
to
us that the estimates you have cited refer to the total flash
memory
market (NAND and NOR combined) and that the NAND portion of the
Flash
memory market is expected to experience faster growth than the NOR
market (16% CAGR for NAND versus 4% CAGR for NOR for the period
2004
through 2009).  Please revise your disclosure to clarify what
portion
of your historical revenues have relied on the NOR portion of the
Flash memory market and, with a view towards revised disclosure,
please tell us why you have used the growth estimates for the
overall
Flash memory market rather than the growth estimates for the NOR
market.  If you believe the projection of these trends are
reliable,
please describe these trends and indicate how they will affect
your
business and results of operations.

8. We also note that the iSuppli projections you have provided
continue out until 2009, but you only have cited their projections
through 2008.  Please tell us why you have not used the iSuppli
projections through 2009.

9. With respect to the sales projections of iSuppli, we note, from
Table 5 of the "IDC Worldwide Flash Memory 2005-2008 Forecast and
Analysis" included as Exhibit 7 in the industry reports that you
provided to us, that IDC has projected significantly slower growth
and lower projected sales over the period 2005 through 2008
(including a decrease in sales during 2005) as compared to the
iSuppli report.  Please tell us why you have relied upon the
projections and estimates of iSuppli rather than IDC in preparing
the
data you present to your investors.

10. We note your disclosure that 58.4 percent of the Flash memory
market was classified as sales of NOR-based Flash memory products
and
41.6 percent was classified as sales of NAND-based Flash memory
products.  We also note from the iSuppli report that you provided
to
us that the trend in the Flash memory market is toward NAND-based
Flash memory products such that iSuppli projects that in 2009 the
NAND-based portion of this market will be 55% and the NOR-based
portion will be 45%.  If you believe the projections of these
trends
are reliable, please describe these trends and indicate how they
will
affect your business and results of operations.

Company Information, page 4

11. Please expand your response to our prior comment 11 to tell us
whether the merger will be completed before this registration
statement becomes effective.  If not, please tell us how you will
be
able to provide an unqualified opinion regarding the matters
specified in Regulation S-K Item 601(b)(5).  Also, please confirm
our
assumption that you will update your management disclosure and
signature page to reflect the management of the corporation before
the registration statement is effective.

Concurrent Debt Offering, page 4

12. When known, please provide us with the details of your
concurrent
debt offering and further advise how that offering is consistent
with
the no-action letters that you have referred to in your response
to
our prior comment 13.  In particular, and to the extent that any
portion of the offering is made to persons who would not be
qualified
institutional buyers for purposes of Rule 144A of the Securities
Act,
please tell us the category and number of those investors.

13. We note your response to our prior comment 33.  Please provide
us
with your analysis as to how the investors in your common stock
will
know all of the material terms of the concurrent note offering,
such
as the interest rate, date of maturity, and the conversion terms,
if
any, etc., that will be necessary to make an informed investment
decision with regard to your equity securities.

Risk Factors, page 12

Risks Related to Our Business and Industry, page 12

If we are unable to diversify our customer base..., page 18

14. We note your response to our prior comment 16.  Since you have
not disclosed the aggregate percentage of your net sales accounted
for by your five largest end user customers, please tell us that
percentage and provide us with your analysis as to how that
information would not be necessary for investors to fully
understand
your disclosure.

Capitalization, page 32

15. Please refer to our prior comment 21.  We note that you
removed
the caption for cash, cash equivalents and short term investments
from the capitalization table.  Instead, you now present the
actual
and pro forma amounts for this caption within the second paragraph
of
this section.  We continue to believe that you should remove any
references to the pro forma amount of your cash, cash equivalents
and
short term investments from the capitalization section of your
filing
since these amounts are not related to your capitalization.

Unaudited Pro Forma Consolidated Financial Data, page 35

16. Please refer to our prior comment 23.  Similar to our comment
below with respect to your royalty arrangements, we continue to
have
questions about the appropriateness and usefulness of the pro
forma
financial information to investors.  Please tell us why you
believe
that the presentation meets the objectives for pro forma
information
under Item 11-02 of Regulation S-X.  Our concern relates to
presenting information that may not be balanced due to only
including
decreased costs resulting from your new agreements with AMD and
Fujitsu and excluding the related increased costs you will incur
as a
result of entering into these agreements.  Please also explain why
you believe that the pro forma presentation is required under
Article
11 of Regulation S-X.

17. Please tell us how you determined the original and new rates
for
distribution and royalty arrangements.  Discuss any related
reduction
in benefits from AMD and Fujitsu.  For example, we note that while
the royalty rate will be reduced, your access to patents and
licenses
from AMD and Fujitsu is similarly being reduced.  Address the
extent
to which the pro forma information considers all costs to be
incurred.  For example, we note that all related support functions
from AMD have not been transferred, including booking and billing.
Address why you believe the amounts of the pro forma adjustments
for
the AMD sales force, shipping, warehousing and transporting costs
is
reasonable for your company since you based your adjustment on the
amounts that were previously incurred by AMD or Fujitsu.

18. We note that the pro forma presentation is based upon
understandings between you and AMD and Fujitsu and not upon actual
agreements.  As a result, we note that you have qualified the
amounts
of the adjustments with such terms as "we believe."  Please tell
us
why you believe that the adjustments are factually supportable
under
Item 11-02(b)(6) of Regulation S-X.  Also, please reconcile with
your
description of these same adjustments as "the amount that would
have
been added" on page 38.

19. Please refer to our prior comment 25.  Under Item 11-02(b)(6)
of
Regulation S-X, pro forma adjustments should be directly
attributable
to the transaction and be factually supportable.  Unlike
adjustments
to the statement of operations, the pro forma balance sheet
includes
adjustments regardless of whether or not they have a continuing
impact or are nonrecurring.  Please revise to include a pro forma
balance sheet to reflect the new debt and changes in your deferred
taxes, or explain to us why you believe that you are not required
to
provide this information.  In addition, please revise the pro
forma
statement of operations to reflect the impact of the new debt
agreement.

20. We note your disclosure that you have agreed with each of AMD
and
Fujitsu to reduce the royalty rate for the use of their
intellectual
property from one percent to 0.5 percent as of October 1, 2005 and
from 0.5 percent to 0.3 percent at the time of consummation of
this
offering.  Please tell us and revise here and on pages 9 and 43 to
clarify, if true, that if the offering is consummated before
October
1, 2005, the royalty rate would be reduced from one percent to 0.3
percent.

21. We have reviewed your responses to our prior comments 23 and
24.
We note that you continue to include pro forma adjustments to
reduce
your historical royalty rates to reflect reductions in these rates
due to anticipated agreements with AMD and Fujitsu.  We also note
that you have qualified your pro forma financial information to
disclose that the pro forma financial information does not include
additional costs you will incur as a result of losing access to
the
licenses of AMD and Fujitsu.  That is, you will have to obtain
licenses from third parties for technology incorporated in your
products or software used to operate your business, including any
licenses required to replace the intellectual property rights you
will lose once you are no longer a beneficiary under AMD`s
existing
cross-license agreements.  You disclosed to us in your response to
our prior comment 24 that you do not have a factual basis for
determining the increase in costs to obtain licenses from third
parties.  We believe the current pro forma presentation does not
present the full impact to the statement of operations (i.e.,
reduction in cost of sales with no additional costs) as it relates
to
the intellectual property costs.  Please tell us why you believe
that
the current presentation is appropriate and useful to investors
and
meets the objectives for pro forma information under Item 11-02 of
Regulation S-X.  Tell us and disclose your estimate of what the
royalty expenses would have been on a standalone basis.  That is,
disclose the cost that you would have incurred if you had operated
as
an unaffiliated entity.  Explain why you believe that pro forma
presentation is required under Article 11 of Regulation S-X.

22. We note the discussion beginning on page 12 regarding your
loss
of rights to key intellectual property arrangements.  Please
disclose
similar information in the notes to your pro forma financial
information and quantify the impact of the loss to the extent
practicable.

23. Please remove references to certain columns as unaudited since
the selective use of the term may infer that other columns on the
page are audited.  Please similarly revise pages 11 and 32.

24. We note your disclosure on page 37 that the pro forma
information
may not be accurate.  Please tell us and disclose why.

Management`s Discussion and Analysis, page 41

Results of Operations, page 47

25. Please refer to our prior comment 28.  From your response we
note
that your Board of Managers has not approved a definitive capital
expenditure plan for achieving 300-milimeter Flash memory capacity
in
fiscal 2007.  Please provide information similar to your response
throughout the filing where you discuss your plans with respect to
the 300-milimeter capacity.  For instance, we note your discussion
of
your plans in risk factors on page 19 and your business section on
pages 73 and 82.

26. We note from your disclosure on page 86 that you expect that
AMD
and Fujitsu will transfer additional patents and patent
applications
to you covering Flash memory products and technology, the process
necessary to manufacture Flash memory products, and the operation
and
control of Flash memory products.  Due to the significance of
these
patents and patent applications to your Flash memory business,
please
tell us whether you will enter into definitive agreements with
respect to these transfers prior to requesting effectiveness.
Please
also address in your response whether or not you will enter in