SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 6010

August 26, 2005

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

Re:	Spansion Inc.
	Amendment No. 2 to Registration Statement on Form S-1
      Filed August 11, 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. 2 to Registration Statement on Form S-1

1. We note your response to comment 5 in your letter dated August
11,
2005 that you will update your market share information in a
future
amendment after iSuppli updates its data for the first half of
2005.
At such time, please provide us with a copy of the updated
industry
report 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
iSuppli has consented to your use of its name and data and whether
any portion of such report was commissioned by you or prepared
specifically for your use.

2. We note your responses to comment number 7 (regarding the
projections of 16% CAGR for NAND versus 4% CAGR for NOR for the
period 2004 through 2009) and comment number 10 (regarding market
share projections for NAND versus NOR for 2009) in your letter
dated
August 11, 2005.  We continue to believe that your investors would
better be able to assess your prospects and the significance of
your
proposed solutions to address those market trends if your
disclosure
specifically indicated those trends and more clearly discussed the
importance of and challenges to your strategies (e.g., your
MirrorBit
technology and ORNAND architecture) in addressing the data storage
market and the other markets currently addressed by Flash memory
based on NAND architecture.  Please revise your disclosure to more
specifically address the noted trends and, as you have in part
done
in your response to prior comment 7, explain the significance of
your
strategies and beliefs as to how you will address those trends
going
forward.

Summary, page 1

Our Industry, page 2

3. We note your response to comment 6 in your letter dated August
11,
2005 that you have good approximatations of the dollar amount and
percentage of your sales to the wireless category in general and
the
mobile phone category in particular for fiscal 2004.  Please
provide
us with your approximations of the dollar amount and percentage,
and
provide us with further clarification as to why it would not be
appropriate to include such approximations (in particular with
respect to the percentage) in your prospectus so that your
investors
have greater understanding of your disclosure that "a majority" of
your sales in fiscal 2004 were driven by sales to your
distributors
to end customers in the wireless category.

Unaudited Pro Forma Consolidated Financial Data, page 38

4. Please refer to prior comments 16 and 17.  You continue to
disclose that the pro forma amounts do not reflect the costs of
establishing your own sales force.  Please tell us why and address
our concerns about providing a balanced presentation in your pro
forma statements.

5. Please refer to prior comment 17.  Please disclose, similar to
your response, why you believe the amount of the adjustments with
respect to the (a) freight, duty, and logistics, (b) warehousing
and
related costs, (c) direct and indirect marketing, general and
administrative expenses and (d) incremental profit sharing expense
are appropriate, your basis for the assumptions used in
determining
these amounts, and whether or not you believe these costs
represent
the costs you would have incurred on a stand-alone basis.

6. Please refer to prior comment 18.  We note that you have
entered
into definitive termination/amended distribution agreements with
AMD
and Fujitsu; however, you continue to use the phrase, "which we
believe" in presenting the approximate changes to your statements
of
operations data.  Please revise your discussion to eliminate this
language when referring to amounts which are calculated pursuant
to
definitive agreements.  Additionally, please tell us why you used
the
term "contemplated" when referring to the AMD Distribution
Agreement.

7. Please refer to prior comment 19.  Please tell us and disclose
why
the pro forma balance sheet does not reflect the impact of the
other
pro forma adjustments discussed above as stated in footnote (9) on
page 41.  If these adjustments do not impact the pro forma balance
sheet, then please revise to so state.

Leases, page 110

8. Please expand your disclosure in response to comment 30 in our
letter dated June 27, 2005 to include the amount paid in 2003.

Exhibits

9. We note your response to comment 35 in your letter dated August
11, 2005 that you did not commission any of the data used in your
registration statement.  However, we also note from your response
to
comment 3 in your letter dated June 13, 2005 that none of the
cited
reports were commissioned by the company or any of its affiliates
or
prepared specifically for the company`s use, except for Exhibit 2
and
Exhibit 3 provided by iSuppli.  Please reconcile your responses
and
note that if data was in fact commissioned, you should file the
consent of those who provided data that you commissioned for use
in
your registration statement.

* * *

      As appropriate, please amend your registration statement 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 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 direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Thomas Dyer at (202) 551-3641 or Kaitlan
Tillan, Assistant Chief Accountant, at (202) 551-3604 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact Tim Buchmiller at (202) 551-3635 or me at
(202) 551-3617 with any other questions.

      Sincerely,

							Russell Mancuso
							Branch Chief

cc:	Tad J. Freese, Esq. (via fax)
??

??

??

??

Bertrand F. Cambou
Spansion Inc.
August 26, 2005
Page 4

</TEXT>
</DOCUMENT>