SecProbe.io

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Mail Stop 6010

	November 17, 2005

Jack A. Pacheco
Vice President and Chief Financial Officer
SMART Modular Technologies (WWH), Inc.
4211 Starboard Drive
Fremont, CA 94538

Re:	SMART Modular Technologies (WWH), Inc.
	Registration Statement on Form S-1
	Filed October 19, 2005
	Registration No. 333-129134

Dear Mr. Pacheco:

      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. Please confirm that any preliminary prospectus you circulate
will
include all non-Rule 430A information.  This includes a bona fide
estimate of the range of the maximum offering price and the
maximum
number of securities offered.

2. Please provide us with copies of any graphics you intend to use
in
your prospectus on confirm that you do not intend to use any
graphics.

Our Principal Investors, page 2

3. Indicate the beneficial ownership of your principal investors
upon
completion of your offering.  Describe any material terms of the
shareholder`s agreement with your principal investors that will
remain in effect after your offering.

4. Indicate the advisory agreements that will remain in effect
with
your principal investors after the offering and the annual
advisory
fees payable under those agreements mentioned on page 70.

Company Information, page 2

5. Briefly discuss the reasons why you incorporated in the Cayman
Islands.  Indicate that as a result of being incorporated in the
Cayman Islands you will be ineligible for inclusion in U.S. equity
indexes.

The Offering - Use of proceeds, page 3

6. Please clarify that the $9.0 million to be paid as advisory
agreement termination fees will be paid to affiliates of each of
Texas Pacific Group, Francisco Partners and Shah Capital Partners.

Risk Factors, page 6

7. Please revise the second sentence of your second italicized
introductory paragraph to this section to clarify that you have
included all of the material risk factors in this section and
revise
your disclosure, if necessary, to include a discussion of all the
material risks that you face.
8. Please clarify the reference on page 16 to the WARN Act.

Use of Proceeds, page 24

9. Since a portion of the proceeds from your offering will be used
to
discharge indebtedness represented by your senior secured floating
rate notes and such indebtedness was incurred within one year,
please
describe your use of the proceeds of the notes offering.  We note
in
this regard that a portion of the proceeds of the notes offering
was
used to redeem all of your outstanding shares of Series A
Redeemable
Preferred Shares that were then held by Modular, L.L.C. which is
principally owned by Texas Pacific Group, Francisco Partners and
Shah
Capital Partners.  Refer to Instruction 4 of Item 504 of
Regulation
S-K.

Capitalization Table, page 25

10. You state in the use of proceeds section on page 24 that
proceeds
from the offering will be used for repayment of outstanding debt.
Your capitalization table should give effect to the application of
the offering proceeds for the repayment of outstanding debt.  In
this
regard, revise to state that the as adjusted column gives effect
to
the repayment of outstanding debt with the offering proceeds.

Dilution, page 26

11. Please expand your disclosure after the first table to also
include the dilution to be experienced by your new investors if
the
underwriters exercise their over-allotment option in full, such as
the increase in pro forma net tangible book value per share
attributable to your offering and the dilution in pro forma net
tangible book value per share to new investors.

Selected Financial Data, page 27

12. Please revise to briefly highlight and describe to the reader
in
a narrative discussion preceding the table or in notes to the
table
those material items, such as impairment charges and restructuring
charges that affect the comparability of the information reflected
in
selected financial data.  Refer to Item 301 of Regulation S-K.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 29

Overview, page 29

13. To the extent known, please discuss the end markets that you
serve.  For example, it should be clear to your investors which
products of your major customers utilize your subsystems and how
the
end-user demand for those products will affect your financial
condition and operations.

Impact of Change to a Services Agreement on Net Revenue Reporting,
page 31

14. You state in April 2004 that you made significant changes to
the
terms of your existing services contract with your largest
customer
that resulted in you reporting the revenue generated with this
customer on a net basis.  Revise this section to discuss in detail
the significant changes in the terms of the service contract that
were made in April 2004 that lead you to account for it on a net
basis on a go forward basis.  Also, tell us how the significant
terms
of your contract with your largest customer prior to April 2004
was
different from other customers that allowed you to record the
revenue
on a gross basis.  Consider should be given to expanding the
discussion of reporting revenue on a net basis within your
critical
accounting policies section.

Basis of Presentation, page 31

15. We note that you have presented combined results of operations
for the year ended August 31, 2004 that consists of the
successor`s
results of operations from April 17, 2004 to August 31, 2004 and
the
predecessor`s results of operations for the period September 1,
2003
to April 16, 2004.  We also note you compare such combined results
of
operations for the year ended August 31, 2004 to the predecessor`s
historical results of operations for the year ended August 31,
2003.
Revise to remove your MD&A discussion that compares the operating
results of the successor with that of the predecessor operations
and
include a separate discussion of your historical operating results
for the predecessor for the year ended August 31, 2003, for the
period September 31, 2003 to April 16, 2004 and for the successor
for
the period April 17, 2004 to August 31, 2004 and for the year
ended
August 31, 2005.

16. We note that SMART Modular was a wholly-owned subsidiary of
Solectron Corporation prior to your acquisition of the business.
Please confirm to us that the separate financial statements of
SMART
Modular Technologies (WWH), Inc. reflects all of the expenses that
the Parent incurred on your behalf.  Examples of such expenses
include officer and employee salaries, rent or depreciation,
advertising, accounting and legal and other selling, general and
administrative expenses.  If these expenses are common costs, tell
us
and revise here and in footnote 1(b) of your filing to identify
such
costs and provide an explanation of the allocation method and
management`s assertion that the method used is reasonable. Refer
to
SAB Topic 1-B.

Critical Accounting Policies, page 32

17. Revise to include a clear distinction between the critical
accounting policies of the predecessor and successor entities,
where
necessary.

Results of Operations, page 36

18. Where changes in financial statement amounts are attributable
to
several factors, each factor should be separately quantified and
discussed to the extent practicable.  As an example, we note your
disclosure regarding the primary reason for your decline in net
sales
for your 2005 fiscal year as compared to your 2004 fiscal year and
that the remaining decline of approximately $87 million was
predominantly due to the discontinuation of your communication
products and the overall decline in sales volume of your products
used in desktop PC applications.  Please revise your results of
operations and your discussion of liquidity and capital resources
accordingly.

19. Your MD&A discussion should include a comparison of the income
statement line item cost of sales as a dollar change and as a
change
in terms of percent of sales.

Liquidity and Capital Resources, page 40
20. Please discuss the material terms of the credit facility, such
as
financial ratios and other financial condition tests.

Recent Accounting Pronouncements, page 43

21. Please revise to disclose the impact of implementation of SFAS
151 on your financial condition and results of operations.

22. It would appear that SFAS 123R would be effective for you
beginning with your annual period beginning on September 1, 2006.
Please revise or advise us.

Business, page 44

Memory Module Market, page 45

23. Please provide us with versions of the IDC and iSuppli data or
analysis that you cite, clearly marked to support the references
made
in your prospectus.  In addition, please tell us whether IDC and
iSuppli consented to your use of their data and whether any
reports
were prepared specifically for your use.

24. Please indicate the compound annual growth rate for the
overall
DRAM market and for the flash memory products in terms of revenue.

Memory Modules, page 46

25. We note that you have provided the compound annual growth rate
in
the number of units for the worldwide DRAM memory module market
and
for growth in OEM demand for DRAM memory modules.  Since you have
disclosed that you may face declining average sales prices on your
DRAM modules, please either provide the compound annual growth
rate
in the revenues for these markets or disclose the revenue trends
from
increased unit shipments in light of declining average sales
prices.

Embedded Computing and TFT-LCD Markets, page 46

26. We note your disclosure with respect to your beliefs as to the
growth of the embedded computing market.  Please disclose the
basis
for your beliefs.  If you are relying on industry data or reports,
please so indicate and provide us with such data or reports in
accordance with our comment above.

Our Competitive Strengths, page 47
27. Please balance the disclosure by adding a section that
discusses
your competitive weaknesses.

Our Products and Services, page 49
28. Please clarify the references to technical terms, such as a
"blade server" and "244 pins."

Product-Related Logistics and Services, page 53

29. Please indicate the portion of your net sales that are derived
from your sales of logistics and service offerings and whether you
experience materially different margins on your sales of logistics
and service offerings as compared to your subsystem sales.  If
your
procurement services result in the sale of a material amount of
third-party subsystems, please disclose.

Customers, page 54
30. Please discuss, if applicable, the material terms of your
agreements with Hewlett-Packard and Cisco Systems.  Please either
file those agreements as exhibits to your registration statement
or
provide us with your analysis as to why those agreements should
not
be filed.

Intellectual Property, page 56

31. Please provide the duration and effect of all material
patents.

Backlog, page 57

32. Please provide the disclosures required by Item 101(c)(viii)
of
Regulation S-K.

Employment Arrangements, page 64

33. Please discuss the material terms of the employment
arrangements
including performance and integration bonuses.  The information
presented in your summary compensation table should be
reconcilable
to your revised disclosure.

Indemnification and Insurance, page 64

34. We note your disclosure that you are a Cayman Islands
"exempted
company."  Please clarify the reference to an "exempted company."

Principal and Selling Shareholder, page 66

35. Please include a column in your table indicating the number of
shares to be offered by each selling shareholder.
36. Please identify the natural person(s) with voting or
investment
control over the shares held by Shah Capital Partners, L.P.

37. Tell us whether any selling shareholder is a broker-dealer or
an
affiliate of a broker dealer.  If a selling shareholder is a
broker-
dealer, it must be identified as an underwriter with respect to
the
shares that it is offering for resale.  If a selling shareholder
is
an affiliate of a broker-dealer, it must be identified as an
underwriter with respect to the shares that it is offering for
resale
unless the selling shareholder is able to make the following
representations in the prospectus:

* The selling shareholder purchased the shares being registered
for
resale in the ordinary course of business; and

* At the time of the purchase, the selling shareholder had no
agreements or understandings, directly or indirectly, with any
person
to distribute the securities.

      Please revise your disclosure accordingly.

Shareholder`s Agreement, page 68
38. Please disclose the directors that have been nominated by
Modular
L.L.C.

39. We note from Section 2.04 of the Shareholder`s Agreement
Modular`s rights with respect to your quorum requirements and with
respect to their ability to appoint a majority of directors on any
committee created by your board.  Please disclose these and all
other
material aspects of the Shareholder`s Agreement.

40. Include here and in the other appropriate locations in your
prospectus that, without the approval of Modular, you may not make
any share repurchases or any other acquisition of any securities
of
your company or any modifications to the scope of your business or
any of your material customer relationships.

41. Revise to more fully describe the restrictions on transfer of
Modular`s shares contemplated by Article 3 of the Shareholder`s
Agreement.

Advisory Agreements with Texas Pacific Group, Francisco Partners
and
Shah Capital Partners, page 69

42. Please clarify which obligations under the advisory agreements
will be terminated.

Description of Share Capital, page 74

Changes in Share Capital, page 75

43. Please clarify whether the actions described in this section
would require approval by your shareholders.

Differences in Corporate Law, page 75

44. Please provide a more complete comparison of all material
differences between shareholder rights and protections that are
available under Cayman Islands law and typical U.S.; i.e.
Delaware,
law.  We suggest that this disclosure be presented in tabular
form.

Shares Eligible for Future Sale, page 78

45. Please disclose the restrictions on the transfer of Modular`s
shares.

46. Please include a table quantifying the portion of the
restricted
securities that will be subject to the volume and other
restrictions
of Rule 144 after the completion of your offering and the date(s)
that those securities will be eligible for resale, the number of
restricted securities that will be eligible for resale under Rule
144(k) after the completion of the offering and the date(s) that
those securities will be eligible for resale, and the number of
restricted securities, if any, that will be eligible for resale
under
Rule 701 after the completion of the offering and the date(s) that
those securities will be eligible for resale, in all cases taking
into account the impact of the holding periods required under the
lockup agreements.

47. Please disclose the number of your outstanding ordinary shares
that are subject to registration rights or that the company h