SecProbe.io

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Mail Stop 6010

	November 17, 2005

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

Re:	Spansion Inc.
	Amendment No. 5 to Registration Statement on Form S-1
      Filed November 4, 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.

Fee Table

1. We refer to comment 2 in our letter dated November 2, 2005.
Please note that you must register a specific number of securities
underlying the mandatory convertible preferred stock based on a
good
faith estimate of the number of shares of Class A common stock
that
will be issued upon conversion.

2. You must register the full amount of the offering described in
your prospectus.  Based on the number of shares and maximum
offering
price of your common stock offering as disclosed on the prospectus
cover, the fee table does not reflect your entire offering. Please
revise.

Concurrent Offerings, page 4

3. We note the disclosure you have added in response to comment 3
in
our letter dated November 2, 2005.  It remains unclear from your
disclosure, however, 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.  As
requested by our prior comment 3, please revise so that this
information is clear to your investors.  Also clarify how you
determined which entity would issue the securities.  In addition,
if
true, please disclose that your mandatory convertible preferred
stock
will provide a higher yield to compensate the investors in those
securities for the mandatory conversion feature.

4. We reissue comment 4 in our letter dated November 2, 2005.
Please
disclose how the conversion rate will be adjusted from the rate
you
disclosed based on the date of issuance of the preferred stock.
Also
indicate the extent of possible adjustments.

Risks Related to this Offering, page 36

5. We note that the mandatory convertible preferred stock will be
convertible at your option at any time on or after the first
anniversary of that offering if the closing price per share of
your
Class A common stock exceeds an as yet to be determined dollar
amount
for at least 20 trading days within a period of 30 consecutive
trading days.  Please disclose the risk of this overhang to your
holders of Class A common stock, including any potential affects
on
the trading price of your Class A common stock at such time as the
provisional conversion feature becomes available to you.  Also,
include any similar risks that result from the "threshold
appreciation price."

6. We note that the dividends payable upon the mandatory
convertible
preferred stock may be payable in shares of your Class A common
stock.  If material, please describe the risks to the investors in
your Class A common stock that may result from the dilutive
effects
of the issuances of Class A common stock as payment for such
dividends.

7. We note that, although the mandatory convertible preferred
stock
will not be listed or traded on any securities exchange or trading
market, a secondary market may develop for those securities.  To
the
extent that a secondary market for those securities develops,
please
describe the risks to the investors in your Class A common stock
that
may result from any volatility in the value of the mandatory
convertible preferred stock in the secondary market.

If securities or industry analysts..., ... page 36

8. Please broaden your current risk factor disclosure to include
the
affects of any negative reports or credit ratings on your
mandatory
convertible preferred stock or senior unsecured notes.

Use of Proceeds, page 40

9. We note from your disclosure in the fourth paragraph that you
may
use a portion of the proceeds of your offerings to repay your
indebtedness under the Spansion Japan Revolving Loan Agreement,
Spansion Japan Term Loan and a sale-leaseback transaction entered
into in January 2005.  We also note from your disclosure on page
73
that you borrowed $3.0 billion yen under the Spansion Japan
Revolving
Loan Agreement on October 26, 2005.  Please note that if
indebtedness
to be discharged was incurred within one year, you should describe
the use of the proceeds of such indebtedness other than short-term
borrowings used for working capital.  Refer to Instruction 4 to
Item
504 of Regulation S-K.

10. We note your response to comment 8 in our letter dated
November
2, 2005; however, it is unclear how investors in this offering
have
sufficient information to make an investment decision without
disclosure of the terms of the notes.  Also, please provide us
with
the versions of the documents related to the notes that will be
used
in connection with the negotiation of the note transaction.

Dilution, page 43

11. We note your disclosure that the offerings of your Class A
common
stock and mandatory convertible preferred stock will not be
dilutive
to new investors.  If true, and with a view towards revised
disclosure, please tell us why you are selling your securities at
less than the pro forma as adjusted net tangible book value per
share.

Unaudited Pro Forma Consolidated Financial Data, page 44

12. Please respond to the following comments with respect to your
pro
forma balance sheet data:
* Please revise to include all of the major captions required by
Item
11-02(b)(3) of Regulation S-X.

* Please revise the pro forma balance sheet data to include a
column
to reflect pro forma adjustments.  Refer to Item 11-02(b)(4) of
Regulation S-X.

* Please reference all balance sheet adjustments to notes which
clearly explain the assumptions involved.  Refer to Item 11-
02(b)(6).

* It should be clear from your presentation how you determined the
amount of debt of $739.6 million and the amount of additional
paid-in
capital of $2.2 billion.  Any underlying assumptions should be
discussed.

* Since you are issuing up to $400 million of debt, please tell us
and disclose what amount you used in the pro forma presentation
and
why.

* Please tell us and disclose how the pro forma information
reflects
the underlying events and transactions in the fourth, fifth, and
sixth paragraphs on page 40 of your "Use of Proceeds" section.

* Please note that the pro forma information should discuss and
reflect the impact of your accounting for the mandatory preferred
stock, including the accounting for any embedded derivatives for
which you will record a liability.

Management`s Discussion and Analysis, page 51

13. Please note that if you intend to pay a significant amount of
dividends on the preferred stock and you have no history of making
dividend payments, you should provide additional disclosures in
your
MD&A to address the specific facts and circumstances of your
dividend
policy, the risks and limitations of that policy, the likelihood
of
your ability to pay future dividends, and an analysis of your
liquidity and capital resources with respect to the intended
dividend
policy for the next year.  Please refer to the speech by Todd
Hardiman, Associate Chief Accountant, at the 2004 AICPA National
Conference on Current SEC and PCAOB Developments.

Contractual Obligations, page 69

14. Please provide us with an updated table.

Spansion Japan Revolving Loan Agreement, page 71

15. Please disclose why you repaid and borrowed the amounts
indicated
on September 26, 2005 and on October 26, 2005.

Spansion Japan Term Loan, page 75

16. We note your disclosure that it is a financial covenant under
the
Spansion Japan Term Loan that Fujitsu must maintain 100% of the
ownership of Fujitsu Microelectronics Holding, Inc., the Fujitsu
subsidiary that holds 40% of the membership interests in Spansion
LLC
prior to Spansion LLC`s reorganization into a corporate structure.
Please tell us how you will accomplish the contemplated
reorganization of Spansion LLC given this financial covenant.
Also,
please provide us with your analysis as to whether you would be in
default under any of your other debt obligations if you are not in
compliance with that financial covenant.  Include any appropriate
risk factor disclosure.

Spansion China Revolving Loan Agreement, page 77

17. If the form of loan agreement filed as Exhibit 10.50 to your
registration statement is the agreement entered into on October
24,
2005, please file the definitive version of this agreement.

18. Please disclose the current interest rate and maturity date of
each of the U.S. dollar and RMB borrowings.

Legal Proceedings, page 104

19. We note your response to comment 7 in your letter dated
November
4, 2005.  Please include in your disclosure the statements
contained
in clause (2) of the first sentence of that response and in the
second sentence of that response.

Management, page 105

20. Please file a written consent for each of your prospective
independent directors.  Refer to Securities Act Rule 438.

21. Please clarify when Ms. Hart served as the Chief Executive
Officer of Pinnacle.

Treatment of AMD Options, page 117

22. Please tell us why you have not included any disclosure
regarding
the transactions contemplated in your counsel`s letter to us dated
October 21, 2005.

Equity Incentive Plan, page 118

23. Please reconcile your disclosure that you will have Class A
common stock available for issuance under the plan with the
provisions of Section 4.1 of the 2005 Equity Incentive Plan filed
as
Exhibit 10.2 to your registration statement which does not appear
to
limit the shares of common stock available under the plan to the
Class A common stock.

24. We note your disclosure that you will have up to 9,500,000
shares
of Class A Common Stock available for issuance under the plan, and
that you intend to grant stock options and restricted stock units
for
an aggregate of approximately 6,000,000 shares at the time of your
offering.  If known, please disclose how many shares you will have
remaining under your 2005 stock option plan after the grants at
the
time of your offering and after you have consummated the
transactions
contemplated in your counsel`s letter to us dated October 21,
2005.

25. Please disclose the terms of the planned grants.

Employee Stock Purchase Plan, page 119

26. Please clarify your disclosure so that it is clear whether the
shares available under this plan will include any class of common
stock other than the Class A common stock.

Concurrent Offering of Mandatory Convertible Preferred Stock, page
130

27. We note the disclosure you have made in the last paragraph of
footnote 17 to your financial statements on page F-49 with respect
to
the maximum number of shares of Class A common stock that will be
issuable upon conversion of the mandatory convertible preferred
stock.  Please include this disclosure in this section.

Consent of AMD or Fujitsu Required for Certain Transactions, page
136

28. We note your response to comment 21 in your letter dated
November
4, 2005 and the disclosure in the last sentence on page 9.  We
also
note from Section 2.11 of your Bylaws that the denominator used
for
determining the "Aggregate Ownership Interest" for AMD and Fujitsu
will include the aggregate number of outstanding shares, on an as
converted to common stock basis, except that as converted basis
will
not include the common stock issued or issuable upon conversion of
the mandatory convertible preferred stock issued concurrently with
your offering of Class A common shares for a period of three
years.
Please disclose the effect of the provisions of Section 2.11 of
your
Bylaws on the determination of AMD and Fujitsu`s ownership
interests.

Underwriting, page 146

29. We note the response to comment 23 in your letter dated
November
4, 2005.  For each underwriter engaging in an electronic
distribution
method other than the one distribution method that has already
been
reviewed by our Office of Chief Counsel, please address comment 46
in
our letter dated May 11, 2005 and comment 22 in our letter dated
September 23, 2005 with respect to these underwriters.  Please
note
that this comment is applicable to electronic offers, sales or
distributions made in connection with your offering of mandatory
convertible preferred stock as well.

30. Regarding the second paragraph of your response to comment 23,
please tell us how you will seek to ensure that all syndicate
members
are conducting a distribution that is consistent with Section 5 of
the Securities Act, including the issues regarding electronic
distribution raised in our comments.

Consolidated Financial Statements, page F-1

Consolidated Balance Sheets, page F-3

31. It appears that the pro forma balance sheet presentation is
not
limited to reflecting changes in the terms of your current
capitalization that will become effective after the latest balance
sheet date.  In addition, it appears that the pro forma amounts
reflect the receipt of the net proceeds from the offering and the
receipt and application of the net proceeds from your concurrent
offering of mandatory convertible preferred stock and the
concurrent
placement of notes.  As such, the pro forma presentation,
including
assuming offering proceeds, does not appear to be appropriate for
presentation in your audited financial statements.  Please revise
or
advise.

Note 17. Change in Capital Structure Planned Concurrently with
Common
Stock Offering (Unaudited), page F-45

32. We note your disclosure on page F-17 that states, "However, if
the Company changes its corporate structure and issues stock-based
awards in the future (See Note 17), those awards will be subject
to
the accounting and disclosure provisions of SFAS 123R and would be
expected to have a material effect on the Company`s financial
statements."  We note your new disclosure in the document that you
intend to grant stock options or restricted stock units for
approximately 6,000,000 shares of your Class A common stock to
your
employees under your 2005 equity incentive plans upon the
consummation of the offering.  Please revise Note 17 to discuss
your
intention to grant these options including the significant terms
and
accounting for the options and units.

33. We have reviewed your response to prior comment 25.  Please
respond to the following comments:

* Please refer to prior comment 2 from our May 11, 2005 letter.
We
continue to note that there are numerous blanks in the section
entitled "Concurrent Offering of Mandatory Convertible Preferred
Stock" and in this note.  For example, we note that you have not
disclosed the dividend or conversion rates of the mandatory
convertible preferred stock.  Please note that we would expect any
assessment of the appropriate accounting for this instrument to
include an analysis of all significant terms.  Accordingly, once
all
of the significant terms are determined and disclosed we may have
additional comments.
* Once you have determined all of the terms of the mandatory
convertible preferred stock including the dividend and conversion
rates, please provide us with your analysis of those terms