SecProbe.io

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Mail Stop 3561

								November 21, 2005

Gilbert F. Amelio, CEO
Acquicor Technology Inc.
4910 Birch St., #102
Newport Beach, CA 92660

      Re:	Acquicor Technology Inc.
		Registration Statement on Form S-1
		Amendment No. 1 filed October 19, 2005
      File No. 333-128058

Dear Mr. Amelio:

      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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. We note your response to our previous comment five and we
reissue
in part our previous comment.  We note the company`s intention to
retain its existing management after the consummation of a
business
combination.  Please detail how the company could accomplish this,
referencing the necessary transaction structure, valuation
determinations, exchange ratios, and other contingencies which
must
be addressed and structured so as to ensure that the company`s
management would be able to maintain its position with the company
post-business combination.

Prospectus Summary, page 1

2. We note your response to our previous comment 12 and we reissue
the comment.  Please disclose in the summary whether the company
will
only consider entering into a business combination with U.S.
companies.

3. We note your response to our previous comment 13 and we reissue
in
part our previous comment.  We note that you make assertions
regarding market conditions.  Please summarize the reasonable
support
for the assertions in the prospectus.  If a third party is the
source
of the information, please name the third party and the
publication
where the information can be found.

4. We reissue in part our previous comment 15.  Please discuss
whether Wedbush Morgan Securities and ThinkEquity Partners have
the
right to consent before the company can exercise their redemption
right and if so, discuss the conflicts of interest that result
from
such right.

5. We note your disclosure on page 4 and elsewhere in the
prospectus
that Acquicor Management and the officers and directors have
agreed
to vote any shares acquired by them after this offering in favor
of
the proposed business combination.  Please expand to disclose how
any
shares obtained in this offering will be voted by Acquicor
Management
and the officers and directors.

6. The disclosure on page 7 indicates that Acquicor Management
will
not participate in the proceeds from the trust in the event of a
liquidation.  Please expand the disclosure to discuss whether the
officers and directors will participate in the trust proceeds in
the
event of a liquidation.

Use of Proceeds, page 26

7. We note your response to our previous comment 27 and we reissue
in
part our previous comment.  Please clearly indicate whether the
proceeds held in trust could be used to pay finders fees or
expenses
that may be in addition to those paid from the net proceeds not
held
in trust.  Please reconcile this disclosure with the disclosure in
the MD&A section.

Employees, page 41

8. We note your response to our previous comment 35 and we reissue
the comment.  Please disclose the range of hours per week that
management expects to spend on the affairs of the company.  It
appears that this information would be important to investors.

Financial Statements

9. In response to our previous comment 44, you state there are no
net
settlement provisions for the underwriter purchase option.
However,
under "Purchase Option" on page 57, you state the purchase option
will contain a cashless exercise feature.  We reiterate our
request
for you to disclose the net settlement provisions in the notes to
the
financial statements.

* * * * *

      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 supplemental 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 will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.

      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 amendment 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 Babette Cooper at (202) 551-3396 or Terence
O`Brien at (202) 551-3355 if you have questions regarding comments
on
the financial statements and related matters.  Please contact
Thomas
Kluck at (202) 551-3233 or Mike Karney who supervised the review
of
your filing, at (202) 551-3847 with any other questions.

      Sincerely,

      John Reynolds
      Assistant Director

cc:	Kenneth L. Guernsey, Esq.
	Fax: (415) 693-2222
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Gilbert F. Amelio
Acquicor Technology Inc.
November 21, 2005
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