SecProbe.io

January 31, 2014

Via E -mail
Deborah Choate
Chief Financial Officer
Sequans Communications S.A.
19 Le Parvis
92073 Paris -La Défense, France

 Re: Sequans Communications S.A.
  Form 20-F for Fiscal Year Ended December 31, 2012
  Filed March 29, 2013
  File No. 1 -35135

Dear M s. Choate :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   At this juncture, we are asking you to provide us with information so we may
better understand your d isclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances, please tel l us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

General

1. On page 6 of the 20 -F, you state that a significant amount of your revenue is attributable
to a small number of customers and that “Huawei ” accounted for 16% of your revenue in
2012.  The 2012 annual report of Huawei Investment & Holding Co., Ltd. (“Huawei
Investment”) identifies a number of wholly -owned subsidiaries of  Huawei Investment
using the name Huawei, including Huawei Technologies Co., Ltd. (“Huawei
Technologies”).  We note recent negative publicity regarding Huawei Technologies’
operations in Ira n and other sanctioned countries, including articles and other documents
that refer to that company as “Huawei” and allege that Huawei Technologies assisted the
Iranian regime in tracking opposition figures by installing tracking equipment for
telecommunic ations providers in Iran.  Iran is designated by the U. S. Department of
State as a state sponsor of terrorism and is subject to U.S. economic sanctions and export
controls.  Please discuss for us the potential for your relationship with Huawei to have an

Deborah Choate
Sequans Communications S.A.
January 31, 2014
Page 2

 adverse impact upon your reputation and share value in light of the recent negative
publicity regarding the activities of Huawei Technologies.

2. On page 32 of the 20 -F, you disclose your revenue figures for the Europe, Middle East
and Africa region , and on page 55 you disclose that you had between 141 and 163
employees in that region between 2011 and 2012.  On page 2 of Exhibit 99.1 of the 6 -K
filed October 24, 2011, you state that “several OEMs and ODMs are preparing to ship
products in 2012 using [your] ne w chips to serve operators in [locations including] Latin
America.”  Cuba, Sudan and Syria, countries located in Latin America, Africa and the
Middle East, are designated by the U.S. Department of State as state sponsors of
terrorism and are subject to U.S . economic sanctions and export controls.

Please describe to us the nature and extent of your past, current, and anticipated contacts
with Cuba, Sudan and Syria, whether through subsidiaries, affiliates, distributors,
partners, customers, joint venture partners or other direct or indirect arrangements.  Your
response should describe any services, products, information or technology you have
provided to or received from Cuba, Sudan or Syria, directly or indirectly, and any
agreements, commercial arrangeme nts, or other contacts you have had with the
governments of those countries or entities controlled by their governments.

3. Please discuss the materiality of any contacts with Cuba, Sudan and Syria described in
response to the foregoing comment, and whether those contacts constitute a material
investment risk for your security holders.  You should address materiality in quantitative
terms, including the approximate dollar amounts of any associated revenues, assets, and
liabilities for the last three fiscal ye ars and the subsequent interim period.  Also, address
materiality in terms of qualitative factors that a reasonable investor would deem
important in making an investment decision, including the potential impact of corporate
activities upon a company’s repu tation and share value.  Various state and municipal
governments, universities, and other investors have proposed or adopted divestment or
similar initiatives regarding investment in companies that do business with U.S. -
designated state sponsors of terrori sm.  Your materiality analysis should address the
potential impact of the investor sentiment evidenced by such actions directed toward
companies that have operations associated with Cuba, Sudan and Syria.

We urge all persons who are responsible  for the ac curacy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are
in possession of all fac ts relating to the company’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

Deborah Choate
Sequans Communications S.A.
January 31, 2014
Page 3

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not as sert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Daniel Leslie, Staff Attorney, at (202) 551 -3876  or me at (202) 551 -3470
if you have any qu estions about the comments or our review.

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Chief
         Office of Global Security Risk

cc:  Amanda Ravitz
  Assistant Director
 Division of Corporation Finance

 Brett Cooper
 Orrick, Herrington & Sutcliffe LLP