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  ORRICK, HERRINGTON & SUTCLIFFE

  43RD
  FLOOR, GLOUCESTER TOWER

  THE LANDMARK

  15 QUEEN’S ROAD CENTRAL

  HONG KONG

  tel  852-2218-9100

  fax  852-2218-9200

  WWW.ORRICK.COM

October 6, 2010

VIA EDGAR AND HAND
DELIVERY

U.S. Securities and Exchange
Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Mail Stop Number 3030

  Attn:

  Russell Mancuso, Branch
  Chief, Legal

  Gabriel Eckstein

  Daniel Morris, Special
  Counsel

  Martin James

  Kevin Vaughn, Branch
  Chief, Accounting

  Tara Harkins

  Re:

  SemiLEDs Corporation —
  Registration Statement on Form S-1

  Registration
  No. 333-168624 (the “Registration Statement”)

Ladies and Gentlemen:

This letter is being filed
in response to your letter dated September 28, 2010 (the “Staff Letter”),
setting forth comments relating to Amendment No. 2 to the Registration
Statement on Form S-1 (“Amendment No. 2”) of SemiLEDs
Corporation (“SemiLEDs” or the “Company”) filed on September 14,
2010 with the Securities and Exchange Commission (the “Commission” or
the “Staff”).  The Company is
concurrently filing today with the Commission Amendment No. 3 to the
Registration Statement on Form S-1 (“Amendment No. 3”).  For your reference, a copy of Amendment
No. 3, together with four marked copies of Amendment No. 3 indicating
changes from Amendment No. 2, are enclosed with this letter.

The Staff’s comments are
repeated below, followed by the Company’s response and a summary of the
responsive actions taken.  We have
included for your convenience specific page numbers in Amendment
No. 3 that have revisions to or insertions of language which seek to
address the Staff’s comments.

PARTNERS:

PHOEBUS K.F. CHU  ·  ELIZABETH A. COLE  ·  ANDREW J. DALE  ·  MARK J. LEE
·  EDWIN K.C. LUK  ·

ROBERT S. PÉ  ·  NEAL A. STENDER  ·  MICHELLE A.M. TAYLOR SOOK YOUNG YEU

PARTNERS, ORRICK, HERRINGTON & SUTCLIFFE LLP, REGISTERED
FOREIGN LAWYERS:

DAVID K. CHO (CALIFORNIA)  ·  DAVID R. HALPERIN (NEW YORK)  ·  MICHAEL T. HAWORTH (CALIFORNIA)  ·  MAURICE L.S. HOO (CALIFORNIA)  ·  ALLEN T.C. SHYU (ILLINOIS) CHRISTOPHER H. STEPHENS (NEW YORK)  ·  JAMES M. TERVO (CALIFORNIA)

Amendment No.2 to
Registration Statement on Form S-1

Prospectus

1.                                      We
note your response to prior comment 3 and reissue the comment. Please provide
the requested disclosure in the opening paragraph of the prospectus summary.

In
response to the Staff’s comment, the Company has revised the disclosure in the
opening paragraph on page 1 of the prospectus summary.

2.                                      Please
revise the prospectus summary to disclose your reliance on joint venture
arrangements.

In
response to the Staff’s comment, the Company has revised the prospectus summary
to disclose that (i) it has interests in three joint ventures, including
China SemiLEDs, and (ii) it expects that China SemiLEDs will be an
important part of the Company’s strategy in China and that its results of
operations will be significantly impacted by the performance of China
SemiLEDs.  The Company has also disclosed
that its joint ventures in Taiwan and Malaysia are at early stages of
development and that the Company does not expect substantial business or
operations will be conducted through such entities for at least the next
12  months.

The
Company advises the Staff that it is not the Company’s general strategy to rely
on joint venture arrangements.  The
Company does not currently have any plans to enter into any other joint
ventures.  The Company’s only significant
joint venture entity, China SemiLEDs, was entered into because of the Company’s
strategic assessment of the risks and benefits of the fast growing China market
for LED products.  China SemiLEDs was a
unique opportunity for the Company to partner with Chinese government entities
and Chinese LED customers to jointly invest, manufacture and sell LED products
in China.  Given the strategic importance
of China SemiLEDs, the Company has included significant disclosure throughout
the Registration Statement regarding this investment.  In addition, given
the potential that China SemiLEDs may be considered a significant subsidiary of
the Company in the future, the Company has disclosed on page 54 that it
may have to report the financial performance of China SemiLEDs in its future
periodic and annual reports that it files with the SEC and that it may be
required to include the financial statements of China SemiLEDs in their
entirety.  As for the Company’s other two
joint venture entities, SILQ and SS Optoelectronics, the Company currently does
not expect that these two joint venture entities will be a material or significant
part of the Company’s business and have therefore limited the disclosure to
what has been currently disclosed in the Registration Statement.

3.                                      Please
continue to revise the prospectus in response to prior comments 5.

In
response to the Staff’s comment, the Company has further revised the disclosure
in an effort to describe its operations in less technical terms.  For example, the Company has

simplified
the description of its manufacturing process on pages 1 and 88 and added
disclosure to explain “epitaxial growth” in less technical terms.

The Company has attempted to
provide a description of its business and manufacturing technologies so that it
will be readily understandable to a person unfamiliar with the LED
industry.  The Company believes that the
LED production process, including the epitaxial growth process and the Company’s
vertical LED structure, is inherently technical and scientific in nature and
respectfully submits that further simplification of these technical processes
and capabilities may risk sacrificing material information regarding the
manufacturing process and the Company’s technology, which are important for an
investor to fully and adequately evaluate the Company.

Risk Factors, page 10

4.                                      Please
add an appropriate risk factor addressing the possibility that up to 10% of
your net profits will be allocated to a profit-sharing pool as well as the
effects that this reduction in profits may have on growth, capital investment,
and your stock price.

The Company advises the
Staff that it previously considered creating a profit-sharing pool of up to 10%
of its anticipated net profits for fiscal 2010 and distributing that amount to
its employees.  However, the Company has
decided not to create a profit-sharing pool and advises the Staff that it does
not have any plans to create a profit-sharing pool for fiscal 2010 or any
future period.  The Company has revised
the disclosures on page 114 to delete references to the possibility of
distributing a profit-sharing pool for fiscal 2010.

We may not succeed in cost-effectively producing...,
page 16

5.                                      Please
expand your revisions in response to prior comment 16 to identify the companies
that you know already possess or are developing the technology to produce LED
chips in larger wafer sizes.

In response to the Staff’s
comment, the Company has revised the disclosure on page 19.

Variations in our production yields..., page 17

6.                                      It
is unclear from your revisions in response to prior comment 17 what caused the
specific difficulties in achieving acceptable yields that you refer to in the
penultimate paragraph of this risk factor. We therefore reissue our comment.

In response to the Staff’s
comment, the Company has revised the disclosure on page 19 to include an
example of an instance in which a new product initially caused lower yields to
give the reader more clarity on what may, from time to time, cause yields to be
lower.  The Company does not believe that
prior instances of lower yields were in any way unique nor were they a result
of special circumstances.  The Company’s
products are difficult to manufacture and involve a high degree of precision
and detailed processes such that, as a general matter, when new products or
processes are introduced, yields are

often lower than with
existing products that have had a relatively long manufacturing cycle.  The Company believes that this is true
generally in manufacturing processes for many products, but is especially so
with technology intensive products such as the Company’s.  The Company expects that each new product
launch or process change may result in relatively lower yields and the Company
in its budgeting and operating schedules takes such lower yields into account.

We may not be successful in expanding..., page 18

7.                                      We
note your response to prior comment [18].

·                                          Please
revise the prospectus to disclose the information contained in your response to
the first bullet of prior comment [18].

In response to the Staff’s
comment, the Company has revised the disclosure on pages 20 and 96-97.

·                                          Please
revise the prospectus to disclose in the Business section and briefly in the
prospectus summary your strategy of focusing on countries with limited
intellectual property regimes. Your revised disclosure should address why you
believe that the potentially increased likelihood of infringement of your
intellectual property right is sufficiently offset by benefits to you.

In response to the Staff’s
comment, the Company has added disclosure in the prospectus summary under
“Risks Associated With Our Business” on page 5 and on pages 96-97.

The marketing and distribution efforts..., page 19

8.                                      Please
expand your disclosure in response to prior comment 20 to include the
expiration date and other material terms of these agreements. Revise here and
in your business section as appropriate. Also, to the extent material, please
file these agreements as exhibits.

In response to the Staff’s
comment, the Company has revised the disclosure on page 22 and added disclosure
on page 98.  In addition, the Company has
filed with Amendment No. 3 the distribution agreement with Nanoteco as
Exhibit 10.21, and will file by amendment the distribution agreement with
Intematix as Exhibit 10.20.

The reduction or elimination of government
investment..., page 22

9.                                      We
note your response to prior comment 21. We note your revised disclosure here
and your disclosure on page 82 under “Government Investments and Support
for LEDs.”  With a view to disclosure,
please tell us whether you have disclosed the governments around the world that
use policy initiatives to accelerate LED development and adoption.

In response to the Staff’s
comment, the Company has revised the disclosure on pages 25 and 85-86
regarding the government policies of certain countries in which the Company
sells its products.

The Company advises the
Staff that it has not, however, attempted to identify all of the governments
around the world that have passed policy initiatives to accelerate LED
development and adoption.  The Company
has identified government policies in certain locations, such as China, Korea,
the United States and the European Union, in which the Company has to date
recorded, and is expected to in the future record, significant sales.

If we fail to implement..., page 22

10.                               Please
provide us with your analysis for your disclosure in response to prior comment
22 relating to the internal control requirement.

The Company advises the
Staff that the Company’s next filing of an amendment to the Registration
Statement will include the audited consolidated financial statements for the
fiscal year ended August 31, 2010 and the Company does not intend to
complete this offering and become a public company until after it has included
such financial statements.  Item 308 of
Regulation S-K requires a public company to include in its annual reports on Form 10-K
management’s assessment of the effectiveness of its internal control over
financial reporting and an attestation report of the independent auditor on
management’s assessment of the issuer’s internal control over financial
reporting as of the end of the most recent fiscal year.  Pursuant to the Instructions to Item 308, a
company is not required to provide either a management assessment or an auditor
attestation report until it has previously filed one annual report with the
SEC. Assuming the Company becomes a public company in the next few months, as
it currently contemplates, subject to Staff review and market conditions, the
Company’s first annual report on Form 10-K will be for the year ending August 31,
2011 and the Company will not be required to include the management assessment
or auditor attestation report.  Instead,
the Company is required to provide the management report and, subject to recent
SEC rule-making in connection with Section 404(c) of the
Sarbanes-Oxley Act as added by Section 989G of the Dodd-Frank Act, may be
required to provide the auditor attestation report beginning with its annual
report on Form 10-K for the year ending August 31, 2012.

We are a multinational organization..., page 26

11.                               We
note your response to prior comment 23. Please reconcile your indication that
there are no material tax consequences to investors with your disclosure in
this risk factor regarding the uncertainty of the tax laws to which your
multinational organization is subject, including the possibility of a material
impact to you if taxing authorities claim that various withholding requirements
apply to you or your subsidiaries or assert that the benefits of tax treaties
are not available to you.

In response to the Staff’s
comment and its previous comment 11 in its September 2 letter, the Company
has deleted the risk factor because it believes the risk factor was overly
generic. The Company previously included this risk factor because of the
uncertainty of

certain tax laws that may be
applicable to the Company and its subsidiaries in various jurisdictions around
the world. However, the previous risk factor was not intended to suggest that
the Company’s international operations would subject any direct additional
taxes on the Company’s shareholders.  The
Company confirms that there are no tax matters or consequences contemplated by
Item 601(b)(8) which would be material to investors that require the
filing of a tax opinion.

Use of Proceeds, page 42

12.                               We
note your response to prior comment 26; however, it is unclear how omitting the
approximate amounts to be used for each purpose complies with Item 504 of
Regulation S-K. In addition, it is unclear how you considered Instruction 7 to
Item 504 of Regulation S-K. We therefore reissue our comment.

In response to the Staff’s
comment, the Company has revised the disclosure on pages 7 and 45. The
actual amounts will be added prior to circulating preliminary prospectuses.

Management’s Discussion and Analysis..., page 50

Interest income (expense), net, page 56

13.                               Please
note that we may have further comments after you file the exhibits mentioned in
your response to prior comments 32 and 86, as well as the disclosure in
response to prior comment 59.

The Staff’s comment is duly
noted.  The Company has filed the
Agreement for Issuance of Overseas Letter of Credit between E.SUN Commercial
Bank and Taiwan SemiLEDs as Exhibit 10.17, and the Lease Agreement between
Luxxon Technology Corporation and Semi-Photonics Co., Ltd. as Exhibit 10.19
to Amendment No. 3.

14.                               With
regard to prior comment 32, please provide us with your analysis as to how you
determined that your outstanding notes are not material and need not be filed.

In response to the Staff’s
comment, the Company has filed the Loan Agre