SecProbe.io

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Mail Stop 6010

	December 13, 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.
	Amendment No. 1 to Registration Statement on Form S-1
	Filed November 30, 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.

Our Principal Investors, page 2

1. We note your response to prior comment 3 and your revised
disclosure.  Please revise to disclose the percentage of the
beneficial ownership of your principal investors upon completion
of
the offering and that the shareholder`s agreement with those
investors will remain in effect.

Use of Proceeds, page 25

2. We note your revised disclosure in the last paragraph.  Please
indicate that the Series A redeemable preferred shares redeemed
were
held by Modular, L.L.C. which is principally owned by Texas
Pacific
Group, Francisco Partners and Shah Capital Partners.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 30

Impact of Change to a Service Agreement on Net Revenue Reporting,
page 32

3. Please refer to our prior comments 14 and 58.  It is unclear
from
your response 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.
Please tell us in detail your basis for recording the revenue from
this customer on a gross basis for the predecessor entity.  Also,
revise footnote 1(f) to disclose the revenue recognition policy of
the predecessor and successor entity separately.

4. Also, please include a discussion of the changes in the
significant terms of the contract that were made in April 2004.
For
example, please clarify for the investor what you mean by
"inventory
risk."

Basis of Presentation, page 32

5. Please refer to our prior comments 15 and 19.  We note your
presentation of the combined financial results for 2004 which
includes the predecessor business for the period from September 1,
2003 through April 16, 2004 and the successor business for the
period
April 17, 2004 to August 31, 2004.  In combining these operating
results, service revenue is primarily reflected on a gross basis
for
the predecessor business and on a net basis for the successor
entity
making it difficult to discuss comparisons of the line item cost
of
sales.  Also, it is difficult to compare the gross profit, as a
percentage, for all periods being compared.  Your MD&A
presentation
should enable you to discuss the significant changes in your
operating results for the periods being compared so investors have
a
clear understanding of your results.  In this regard, please
revise
your presentation and include a meaningful discussion of the
significant changes in your income statement line cost of sales
and
gross profit for the periods being compared.

6. Please refer to our prior comment 16.  You indicate that the
combined financial statements reflect the application of
allocation
policies adopted by Solectron and SMART for various corporate
overhead costs and activities.  To the extent you refer to
allocation
of costs here and in footnote 1(b), provide an explanation of the
allocation method used.  Refer to SAB Topic 1-B.

Recent Accounting Pronouncements, page 44

7. Please refer to our prior comment 22.  It appears that SFAS
123R
is effective for the first interim or annual reporting period
beginning after the entity becomes a public entity.  A non-public
entity that meets the definition of a public entity in Statement
123R
is defined in paragraph B257.  It would appear that SFAS 123R
would
be effective for you with your annual period beginning on
September
1, 2006.  Under the Commission`s amendment, registrants are
permitted, but not required, to comply with SFAS 123R for periods
before the effective date of the Commission`s new rule.  If you
have
elected to adopt the provisions of SFAS 123R beginning in the
first
interim period on September 1, 2005 please provide the following
SAB
74 disclosures:

* Describe the new standard, required date of adoption, and date
entity plans to adopt (if earlier)
* Discuss methods of adoption allowed and method expected to be
used
by entity
* Discuss impact the standard is expected to have on financial
statements
* Consider disclosure of other significant impacts of new
standard,
for example, changes in business practices

Refer to our Release 33-8568, Amendment to Rule 4-01(a) of
Regulation
S-X Regarding the Compliance Date for SFAS 123R, Share-Based
Payment.

Business, page 45

Memory Modules, page 47

8. We note your response to prior comment 25.  Please briefly
disclose why you believe that the growth rate in the number of
units
for the worldwide DRAM memory market and for OEM demand are the
relevant metrics for your investors.

Product-Related Logistics and Services, page 55

9. Please briefly disclose the substance of your response to prior
comment 29.  Also, expand your disclosure on page 37 to discuss
the
change in revenue from the services.

Customers, page 56
10. We note your response to prior comment 30.  Please file the
complete agreement.  For example, we note that you did not file
Exhibits A and B and Annex 1 to Exhibit 10.13.

Differences in Corporate Law, page 77

11. We note your response to prior comment 44.  Please continue to
enhance your disclosure to include a more complete comparison of
all
material differences between shareholder rights and protections
that
are available under Cayman Islands law and Delaware law.

Financial Statements

Note 1 - Summary of Significant Accounting Policies, page F-7

(c) Acquisition of Businesses, page F-8

12. Please refer to prior comment 55.  Revise to indicate for the
reader how the proceeds received from the issuance of preferred
stock
to Modular LLC were used.

(i) Inventories, page F-10

13. Please refer to our prior comment 59.  You state that non-
current
inventory consisted of flash integrated circuits that pertain to a
particular program for a specific customer. We further note you
concluded that the parts would not be consumed within one year
from
August 31, 2005.  Tell us in detail how you considered the impact
of
advancements in technology in evaluating this inventory for
obsolescence.

Note 2 - Related Party Information, page F-16

14. Please refer to our prior comment 60.  Tell us and disclose
the
terms of the financing arrangements with Solectron.  Also, clarify
to
us why interest was not charged in 2004 to Solectron and how you
have
considered the guidance in Question 4 of SAB Topic 1-B.

*  *  *  *  *

      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 registration statement 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 David Burton at (202) 551-3626 or Michele
Gohlke, Branch Chief, at (202) 551-3327 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-
3602 with any other questions.

	Sincerely,

	Michele Gohlke
	Branch Chief

cc (via fax):  Alan F. Denenberg, Esq.
	Michael Nordtvedt, Esq.
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Jack A. Pacheco
SMART Modular Technologies (WWH), Inc.
December 13, 2005
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