SecProbe.io

August 26, 2010

John McFarland Senior Vice President, Gene ral Counsel and Secretary
c/o MagnaChip Semiconductor, Inc. 20400 Stevens Creek Boulevard, Suite 370 Cupertino, CA  95014
Re: MagnaChip Semiconductor S.A.
  Registration Statement on Form S-4
Filed August 4, 2010
  File No. 333-168516

Dear Mr. McFarland:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Resales of New Notes, page 213

 1. It appears you are registering the exchange of Senior Notes in re liance on our position
enunciated in Exxon Capital Holdings Cor p., SEC No-Action Letter (April 13, 1989).
See
 also Morgan Stanley & Co. Inc., SEC No-Act ion Letter (June 5, 1991) and Shearman
& Sterling, SEC No-Action Letter (July 2, 1993).  Accordingly, with the next
amendment, please provide us with a supplem ental letter stating th at you are registering
the exchange offer in reliance on our position contained in these le tters, identifying such
letters, and include the representations cont ained in the Morgan Stanley and Shearman &
Sterling no-action letters.
 2. We note from your disclosure on page 156 that Avenue purchased $35 million of the $250 million Senior Notes you issued and that Av enue is your affiliate.  Given that you
are registering the exchange of the entire $250 million Senior Note s, it appears that
Avenue intends on participating in that exchange.  If so, please tell us how such participation by Avenue is consistent with the no-action letters on which you intend to

John McFarland
MagnaChip Semiconductor, Inc.
August 26, 2010 Page 2

rely.  If, instead, Avenue will not partic ipate in the exchange, please revise your
registration statement fee table and your disclosure to elim inate any implication to the
contrary, including your disc losure in the fi rst bullet of this section.

Financial Statements, page F-1

3. Please update your financial statements to comp ly with the requirements of Rule 3-12 of
Regulation S-X.  Also, all amendments s hould contain a currently dated accountant’s
consent.
 Item 21.  Exhibits, page II-2

 4. We note that you have requested confidential treatment for portions of exhibits to your registration statement.   We will review  and provide any comments on your request
separately.  Please resolve all comments regarding your request prior to requesting
effectiveness of this regi stration statement.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed

John McFarland
MagnaChip Semiconductor, Inc. August 26, 2010 Page 3

public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
 You may contact Julie Sherman at (202) 551-3640 or Jay Webb, Reviewing Accountant,
at (202) 551-3603 if you have questions regard ing comments on the financial statements and
related matters.  Please cont act Geoff Kruczek at (202) 551- 3641 or Tim Buchmiller at (202)
551-3635 with any other questions.
Sincerely,

Russell Mancuso Branch Chief
 cc (via facsimile): Micheal J. Reagan—Jones Day