SecProbe.io

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Mail Stop 6010

September 23, 2005

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

Re:	Spansion Inc.
	Amendment No. 3 to Registration Statement on Form S-1
      Filed September 19, 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.

Graphics

1. If you elect to highlight your revenue in the graphics, you
should
provide equally prominent disclosure of recent losses.

2. Please provide us objective support for your statement that
your
customers include all of the top customers in the industries you
cite.

3. Please avoid jargon like "pure-play" and "solutions."  If you
intend to say that you make semiconductors, say so directly rather
than referring to "solutions."

4. If you elect to focus on your size here and in your summary,
you
should provide an equally prominent explanation that other market
participants are larger but are excluded from the group of
participants to which you are comparing yourself.

Summary - Our Company, page 1

5. Please tell us how you have ensured that you have identified
all
material competitors in your markets and ensured that your
disclosed
market data includes those competitors.

6. Please balance your disclosure regarding your market share with
any decline in relative market position during the periods
presented.

Summary - Concurrent Debt Offering, page 4

7. Please expand your response to comment 12 in our letter dated
June
27, 2005 to (1) specify how you offering will be consistent with
the
letters you cite, and (2) clarify how you will provide all
required
disclosure about the unregistered offering in your S-1 prospectus
while complying with the requirements of Section 5 of the
Securities
Act as it applies to your unregistered offering.

Summary - The Offering - Use of Proceeds, page 7

8. Briefly indicate, if true, that the proceeds of the concurrent
debt offering will be used to retire the notes currently
outstanding
to AMD and Fujitsu.

Unaudited Pro Forma Consolidated Financial Data, page 40

9. We have reviewed your responses to comment 26 of our letter
dated
June 27, 2005 and comment 6 of our August 26, 2005 letter.  We
have
the following comments:

* We note that you expect to enter into a further amended and
restated distribution agreement with Fujitsu to be effective at
the
time of the consummation of the public offering.  In light of the
fact that you do not plan to have a definitive agreement prior to
requesting effectiveness, please confirm to us that the pro forma
adjustments reflect the provisions of the currently effective
amended
Fujitsu Distribution Agreement.

* We note that the termination of the AMD Distribution Agreement
will
be effective after sales and operations have been fully
transitioned
to Spansion.  It appears that your pro forma adjustments
pertaining
to the "contemplated" termination of the AMD Distribution
Agreement
are contingent upon a future occurrence, and as such, do not meet
the
requirements of pro forma financial information under Article 11
of
Regulation S-X.  Please tell us when you expect this transition to
be
completed.

10. We have reviewed your response to comment 7.  We note that
your
revised disclosure states, "the other pro forma adjustments
discussed
above do not impact the unaudited pro forma balance sheet data."
This disclosure is not consistent with your revised disclosure on
page 41 which states, "the agreements that we have reached which
resulted in the foregoing adjustments have not resulted in
material
assets being contributed to us or liabilities assumed by us."
Please
revise or advise.

Management`s Discussion and Analysis..., page 47

11. We note your revised disclosure on page 48 which states,
"Since
AMD`s sales force was transferred to us, we are able to capture
additional revenue from sales because we no longer pay AMD a
distribution margin."  In your responses to our previous comments,
you have disclosed that the AMD Distribution Agreement will remain
in
effect until sales and operations covered by the AMD Distribution
Agreement have been fully transitioned to Spansion.  It is our
understanding that you are required to pay the distribution margin
to
AMD until the termination of the agreement is effective.  Please
revise or advise.

Management, page 95

Executive Compensation, page 102

12. Please clarify how the summary compensation table reflects the
payments mentioned in the last full paragraph added on page 113.

13. We note footnote 3 to your "Summary Compensation Table."
Please
tell us why you are not required to provide the disclosures called
for by Item 402(e) of Regulation S-K.

Employment Agreements and Change in Control Agreements, page 105

14. We note your disclosure that you "expect to enter into change
of
control agreements with certain of your executive officers."
Please
disclose when those agreements will be entered into and, if now
known, the material terms of those agreements and the officers
that
will enter into such agreements.  Please disclose whether a change
in
control would include any of the events that result from the
reorganization steps that you describe under the heading "Company
Information" on page 6.

Certain Relationships and Related Party Transactions, page 107

Overview, page 107

15. We note your revised disclosure in the last paragraph that the
AMD Distribution Agreement and the Margin Split Agreement will be
terminated "after AMD`s sales and support operations are fully
transitioned to us."  Please clarify when this termination will
occur
and the material terms of this agreement that will affect your
operations and operating results that will be in effect from the
time
of your offering until such time as the AMD Distribution Agreement
and the Margin Split Agreement are terminated.  If the Margin
Split
Agreement is material to your operations or operating results,
please
file it as an exhibit to your registration statement.

Non-Competition Agreement, page 110

16. We note your disclosure that AMD and Fujitsu have each agreed
not
to directly or indirectly engage in a business that competes in
the
"standalone Flash memory market."  Please expand your disclosure
to
clarify the scope and effect of the non-competition agreement.
For
example, please describe in terms that investors who are not
familiar
with your industry will understand what the "standalone Flash
memory
market" is and how the parameters of your current business compare
in
relation to the scope of the non-competition agreement, and the
effect of the non-competition agreement on each parties respective
business.  Include any appropriate risk factor disclosure.

17. We note your disclosure that AMD and Fujitsu are "required to
divest" a competing division or operations if you do not purchase
them.  Please clarify, if true, that AMD and Fujitsu`s respective
obligations in this regard are to take commercially reasonable
steps
to make such a divestiture.

18. We note your disclosure that the term of your non-competition
agreement with AMD and Fujitsu will last until, among other
events,
the dissolution of your company.  Please clarify whether "the
dissolution" of your company would include any of the events that
result from a corporation reorganization, including the
reorganization steps that you describe under the heading "Company
Information" on page 6 or otherwise.  Include any appropriate risk
factor disclosure.

Fujitsu Manufacturing Services Agreement, page 112

19. We note that you have agreed with Fujitsu to amend the Fujitsu
Manufacturing Services Agreement, and have provided disclosure of
significant amended terms thereof.  Please tell us your
conclusions
as to whether the execution of this amendment is directly
attributable to your incorporation as standalone entity and if
material, whether you have considered this amendment in your pro
forma adjustments.

20. Please briefly explain the purpose of the payment to Fujitsu
of
the deficiency in the event that actual costs are less than
projected
costs.  Please also indicate whether you are obligated to make
purchases under the agreement.

Seconded Employees, page 113

21. Please disclose the material terms of the agreement made with
Fujitsu with respect to the employee pension benefits described in
Note 13 to the consolidated financial statements beginning on page
F-
34.

Underwriting, page 128

22. We note your revisions in the first paragraph on page 131 that
a
prospectus in electronic format may be made available by one or
more
of the underwriters on a website maintained by a third party
vendor
or by one or more of the underwriters.  Please tell us the
identity
of the party and the website, describe the material terms of any
agreement with a third party and provide us with a copy of any
written agreement.  Provide us with copies of all information
concerning your company or prospectus that has appeared on the
website.  Also, tell us which underwriters will participate in the
electronic distribution, and describe their procedures to us.

Exhibits

23. We note your response to comment 9; however, if any of the
data
in your prospectus is not from a public report, you should file a
consent from the source of the data.

* * *

      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.
	Robert W. Phillips, Esq.
	Michael P. Maher, Esq.
	(via facsimile)
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Bertrand F. Cambou
Spansion Inc.
September 23, 2005
Page 6

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