SecProbe.io

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Mail Stop 6010

	November 2, 2005

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

Re:	Spansion Inc.
	Amendment No. 4 to Registration Statement on Form S-1
      Filed October 21, 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.

General

1. We may have additional comments when you fill in the blanks and
file missing exhibits.

Fee Table

2. Please revise footnote 4 to more closely follow the language of
Rule 416(a).  Other than as permitted by Rule 416, you must
register
a specific number of securities underlying the convertible
preferred
stock based on a good faith estimate of the number of shares that
will be issued upon conversion.

Concurrent Offerings, page 4

3. Please briefly describe the reasons for each offering.  From
your
revised disclosure, investors should be able to determine why you
are
not raising all needed money through the common stock offering,
how
you chose the types of securities to offer, and how you chose the
amount of each security to offer.

4. If the conversion prices can be adjusted, please indicate the
extent of the possible adjustments.

5. Please expand your response to comment 7 to tell us how you are
eligible to rely on Rule 135c.

Risk Factors, page 16

6. We note that your mandatory convertible preferred stock will
have
a liquidation preference of $25 per share.  Please describe the
risks
to your common stock holders associated with the liquidation
preference on the preferred stock.

We are a party to intellectual property litigation, page 25

7. Disclose the portion of your business that relies on the
intellectual property at issue in the litigation.  Also, in an
appropriate section of your prospectus, quantify the relief
sought.

Use of Proceeds, page 38

8. Please tell us all material terms of your notes and the related
private offering, and tell us why those terms need not be
disclosed
in your prospectus.  Also, please provide us a copy of all
documents
related to the notes and the offering, and tell us why those
documents need not be filed with your registration statement.

Dilution, page 41

9. Please also show the effect of the issuance of the common
shares
underlying the preferred stock to be issued in the concurrent
offering.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Quarterly Comparison, page 63

Net Sales to Members, page 64

10. We note your disclosure that you expect revenues to increase
significantly during the fourth quarter of fiscal 2005.  Please
revise to clarify to investors what you mean by "significantly."
We
note your disclosure on page 65 that you experienced a 15 percent
increase in unit shipments from the second quarter of 2005 to the
third quarter of 2005, a greater percentage of MirrorBit products
shipped, a greater percentage of higher density products shipped,
and
that you expect these trends to continue in the fourth quarter of
2005.  If you believe that revenues will continue to trend at the
prior quarter rate, then revise to state that expectation.  If you
are using the term "significantly" to indicate that you expect
revenues to trend higher than the previous quarter(s), then revise
to
tell the investors why.

Book-to-Bill Ratio, page 65

11. We note that you have elected to disclose what appears to be a
key performance indicator, your book-to-bill ratio.  Please revise
to
explain how management uses this ratio and why you present it in
the
filing.

Contractual Cash Obligations, page 68

12. Please note that the disclosure called for by Item 305(a)(5)
of
Regulation S-K is not limited to contractual obligations payable
in
cash.  Please revise your presentation to include all of the
disclosures required by Item 305(a)(5) and to revise your section
heading and the lead-in text to your table to remove any
implication
that your disclosure is limited to contractual cash obligations.

Management, page 103

13. Please tell us when you will identify and disclose the
information about the managers of Spansion, Inc. and when those
individuals will sign the registration statement in those
capacities.

Executive Compensation, page 109

14. Please reconcile your response to comment 12 with the
requirement
of Regulation S-K Item 402(a)(2) that all compensation be
disclosed,
even if paid to a third party.

15. We note your response to comment 13 in your letter dated
October
21, 2005.  Please reconcile your response, that no awards were
made
in 2004, with your disclosure in footnote 3 to your "Summary
Compensation Table."

Employment Agreements and Change of Control Agreements, page 112

16. We note your added disclosure in response to comment 14 in our
letter dated September 23, 2005.  As requested in that comment,
please identify each executive officer that will enter into a
change
of control agreement and whether a change of control would include
any of the events that result from the reorganization steps that
you
describe under the heading "Company Information" on page 6.

17. Please reconcile the dates mentioned in this section with the
dates in the descriptions of the executives` backgrounds beginning
on
page 103.

Executive Investment Account Plan, page 115

18. Please file the AMD Vice President Performance Recognition
Plan
as an exhibit to your registration statement.

Certain Relationships and Related Party Transactions, page 116

19. As required pursuant to Item 404 of Regulation S-K, please
disclose all of the amounts you received and repaid during the
applicable periods with related parties.  For example, we note
your
disclosures under "Contractual Cash Obligations" commencing on
page
68 of your prospectus, and your disclosure that you used a portion
of
the new senior secured revolving credit facility entered into on
September 19, 2005 to repay the July 2003 Spansion Term Loan.

Mandatory Conversion, page 126

20. Describe the "certain adjustments" mentioned at the end of the
second paragraph.

Consent of AMD or Fujitsu Required for Certain Transactions, page
132

21. Disclose how the ownership formulas will be affected by the
preferred stock to be issued in the concurrent offering.

22. Please disclose the restrictions contained in Section 1.1.3 of
Schedule 2.11 to the Bylaws.

Underwriting, page 142

23. Please revise your disclosure to conform to your response to
comment 22.  Currently, your disclosure implies a much broader
electronic distribution involving many more participants than just
the two systems you mention in your response.

24. Please reconcile your disclosure on page 145 regarding open
market purchases to close preferred stock naked shorts with the
disclosure on the prospectus cover that there will be no trading
market for the preferred stock.

Consolidated Financial Statements, page F-1

Note 17. Pro Forma Information, page F-44

Concurrent Offering of Mandatory Convertible Preferred Stock, page
F-
47

25. Please provide us with your analysis of the accounting
treatment
for the mandatory convertible preferred stock, the embedded
variable
rate conversion feature, the dividend feature, including the make
whole provision, and any embedded derivatives that may be
contained
in the instrument.  Discuss how you considered the accounting
literature in coming to your conclusions.  For example, please see
SFAS 133, EITF 00-19, EITF 98-5, and EITF 00-27.  Address how your
consideration of the accounting for the instrument and these
features
is reflected in the pro forma information and why.

Preferred Stock Prospectus

26. Please avoid the use of the vague term, "certain".  For
example,
we note multiple uses of the term on pages A-9 and A-33.

27. Disclose how you determined the offering and conversion prices
of
the preferred stock, including a discussion of how the common
stock
offering price affected your analysis.  Also explain how the note
offering and lack of liquidity affected the price.

Preferred Stock Prospectus Cover

28. Please limit the disclosure on the cover to information that
is
required or key to an investment decision.  Move other disclosure
to
a more appropriate section of your document.

The opportunity for equity appreciation, page A-7

29. Please more fully explain why the "applicable market value"
must
exceed the "threshold appreciation price" in order for a holder to
realize "equity appreciation."

Description of Preferred Stock, page A-11

30. Please state clearly the purpose of the material features of
the
preferred stock.  For example, explain what the various thresholds
and conversion adjustments in the bullet points on page A-15 and
A-16
are intended to accomplish.  Also explain how and why you selected
the thresholds. Likewise, clarify the effect of the formula cited
in
the second bullet point on page A-24.

31. Avoid long, complex sentences in your description of the
security.  For example, we note the second sentence on page A-25.

Dividends, page A-12

32. Please disclose whether you could presently make the required
dividend payments.

United States Federal Income Tax Considerations, page A-30

33. Please revise the first sentence to clarify whether you have
disclosed all material considerations.

34. You may not disclaim responsibility for your disclosure.
Please
revise the second sentence and the first sentence of the last
paragraph on page A-30 which we view as inappropriate disclaimers.

35. Please file an opinion regarding these tax matters.  See
Regulation S-K Item 601(b)(8).

36. If there is uncertainty about a tax consequence, please
explain
why you cannot unequivocally state the tax consequence, describe
the
degree of uncertainty, disclose possible outcomes and provide
appropriate risk factors.  For example, we note the uncertainty
mentioned in the last paragraph on page A-31 and in the third,
fourth
and fifth paragraphs on page A-32.

Item 17.  Undertakings

37. Since you have registered the issuance of the shares of common
stock that will occur upon the conversion of your mandatory
convertible preferred stock in your registration statement, please
tell us why you have not included the undertakings provided in
Item
512(a) of Regulation S-K.

* * *

      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.
November 2, 2005
Page 7

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