SecProbe.io

November 15, 2010

John McFarland, Esq. 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 LLC  Amendment No. 7 to Registra tion Statement on Form S-1
Filed November 4, 2010
 File No. 333-165467
 Dear Mr. McFarland:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de 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.  If 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.

General

1. We have reviewed your response to prior comment 1.  Please expand your response to
indicate why you do not view for federal securities law purposes the entity formed after the “Corporate Conversion” as a new entity, an d any guarantee offered by such entity as a
new security.  Cite any authority upon wh ich you rely.  If you intend to file new
registration statements for th e guarantees offered by the entity into which the limited
liability company will merge at  the time of the “Corporate Conversion,” please tell us
when you intend to make such filings.
 Exhibit 1.1

 2. We will continue to evaluate your respons e to prior comment 4 when you file the
amendment and updated version of Exhibit 1.1 referenced in our  prior comment.

John McFarland, Esq. MagnaChip Semiconductor LLC November 15, 2010 Page 2

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
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, Senior Accountant, at
(202) 551-3603 if you have any questions regardi ng comments on the financial statements and
related matters.  Please contact Louis Rambo at (202) 551-3289 or Tim Buchmiller, Senior Attorney, at (202) 551-3635 with any other questions.

Sincerely,

Russell Mancuso Branch Chief

cc (fax): Michael J. Reagan, Esq.
  Khoa D. Do, Esq.   W. Stuart Ogg, Esq.   Jones Day