SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

         November 10, 2010

National Corporate Research Ltd. As Agent for SemiLEDs Corporation 615 South DuPont Highway Dover, DE 19901
Re: SemiLEDs Corporation
Amendment No. 4 to Registrati on Statement on Form S-1
Filed October 26, 2010
  File No. 333-161052

Ladies and Gentlemen:

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.

Prospectus Summary, page 1

Company Overview, page 1
 1. Please tell us the reason for the deletion of your packaging business in the second
paragraph of this section.  We note from your disclosure elsewhere in your document that
your business includes packaging ch ips to create LED components.
 Risk Factors, page 11

We may be exposed…, page 14
 2. We note your deletion of the complaint by Ms. Rothschild.  Given your previous
disclosure that an injunction could preven t you from selling your pr oducts, please tell us
why this disclosure is no longer included in your risk factors.

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation
November 10, 2010 Page 2
We may not be successful in expanding…, page 19

 3. Please clarify your disclosure here and in th e section beginning on page 92 to include the
substance of your response to prior comment 2.

We derive a substantial portion…, page 19

 4. We note the revised disclosure to reflect th e results of your fiscal year ended August 31,
2010.  Please file any agreements with new significant customers or tell us why they
should not be filed.

We have operations and sales…, page 27

 5. We reissue the second part of prior commen t 5 relating to the tax opinion because you do
not address it in your response.
 Delaware  law and our certifi cate of incorporation…, page 41

 6. We note your revisions to this risk factor.  Please clarify that Simp lot Taiwan is owned
by your director, Scott Simplot.  Make  corresponding changes under “Certain
Relationships and Related Party Transacti ons” on page 122 and under “Certificate of
Incorporation and Bylaws…” on page 131.
 Management’s Discussion and Analysis…, page 51

 7. Your revised disclosure in the penultimate paragraph on page 51 now suggests that SS
Optoelectronics may not become operational.  Please clarify the reason for this uncertainly.

Liquidity and Capita l resources, page 75

8. We note your revisions to the second paragraph of this section.  Please revise to clarify
the current balance outstanding under the E.SUN Commercial Bank line of credit.
 Contractual Obligations, page 77

 9. Please tell us where you have filed your ag reement to purchase additional space at your
Hsinchu, Taiwan headquarters.

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation
November 10, 2010 Page 3  Business, page 84

 Competitive Manufacturing Cost Structure, page 85

 10. We note your response to prior comment 8.  Please disclose how your cost savings
analysis shifts as the price pe r wafer increases or decreases.  In addition, disclose how the
cost savings analysis shifts, if at all, depe nding upon the size of the wafer.  To the extent
that the reclamation rate differs with the size of the wafer, please discuss.
 Expand our Manufacturing Capacity…, page 87

 11. Regarding your added disclosure in response to prior comment 10, please disclose the increase that the added 10 million capacity represents when compared to your current
capacity.
 Facilities, page 96

 12. We reissue prior comment 9 because your revi sions do not disclose what portion of your
facilities is used for ma nufacturing operations.
 Legal Proceedings, page 97

 13. Refer to the second paragraph.  Please disc lose whether monetary damages have been
specified and, if so, in what amount.
 Board of Directors of China SemiLEDs, page 100

 14. We note your response to prior comment 13.  You indicate in your example in the
carryover paragraph at the bo ttom of page 100 that share of  ownership of 22% entitles
you to nominate two of nine directors even t hough this is slightly less than 2/9 of the
shares outstanding.  Therefore, under your example, 22% should allow for only one
director.  Please clarify.

Executive Compensation, page 108

15. Please revise to include the information cont ained in your response to prior comment 16.
In addition, please tell us with a view to disc losure whether you believe  that all subsets of
the semiconductor market are generally similar and without material difference.  To the
extent that material differenc es do exist and some subsets face more complex challenges
than others, please tell us how you accounted for this differential in your compensation
analysis.

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation
November 10, 2010 Page 4
Warranty Agreements, page 123

 16. We note your response to prior comment 17.  Plea se revise to clarif y, if true, that the
statute of limitations runs for fifteen years fr om the date of termination or expiration of
the agreement.
 Intellectual Property Cr oss-Licensing…, page 124

 17. We note your response to prior comment 18. Please  clarify whether “the  term of the joint
venture” refers to a specific date in the fu ture or an unspecified date on which the joint
venture is dissolved.
 18. We note your response to prior comment 20.  However, it is unclear, as a practical matter,
under what scenarios other than those specified in items (i)-(iii) of the third paragraph of
this section you would no longer constitute a ma jority of the board.  Please clarify.

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

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation November 10, 2010 Page 5  adequate time for us to review any amendment prior to the requested effective date of the registration statement.
 You may contact Tara Harkins at (202) 551-3639 or Kevin Vaughn, Accounting Branch
Chief, at (202) 551-3643 if you have questions regarding comments on the financial statements
and related matters.  Please cont act Gabriel Eckstein at (202) 551-3286 or Daniel Morris, Special
Counsel at (202) 551-3314 if you have any other questions.

 Sincerely,

         M a r t i n  J a m e s          A c t i n g  A s s i s t a n t  D i r e c t o r    cc (via fax): Mark J. Lee   Orrick, Herrington & Sutcliffe LLP