SecProbe.io

Mail Stop 3030
March 15, 2016

Via E -mail
Mr. Yifan Liang
Chief Financial Officer
Alpha and Omega Semiconductor Limited
Clarendon House, 2 Church Street
Hamilton HM 11 , Bermuda

Re: Alpha and Omega Semiconductor Limited
 Form 10-K for the Fiscal Year Ended June  30, 2015
Filed August 27, 2015
File No. 001 -34717

Dear Mr. Liang :

We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comment  applies to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment , we may have  additional comments.

Form 10 -K for the  Fiscal  Year Ended June 30, 2015

Financial Statements

Report of Independent Registered Public Accounting Firm, page 57

1. We note that the introductory paragraph of the report of the independent registered public
accounting firm on page 57 do es not refer to your statements of operations. Please have
your auditors revise their report in an amended filing to reference your statements of
operations.

Mr. Yifan Liang
Alpha and Omega Semiconductor Limited
March 15, 2016
Page 2

 We urge all persons who are responsible for the accuracy 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 compa ny 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.

 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;

 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 assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Julie Sherman at  (202) 551 -3640  or me, at (202) 551 -3676 with any
questions. You may also reach Martin James, Senior Assistant Chief Accountant, at (202) 551 -
3671.

Sincerely,

            /s/ Brian Cascio

 Brian Cascio
Accounting Branch Chief
Office of Electronics and Machinery