SecProbe.io

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 1
 filename1.htm

 CORRESP

 Magnachip Semiconductor Corporation
 c/o Magnachip Semiconductor, Ltd.
 15F, 76 Jikji-daero 436beon-gil, Heungdeok-gu
 Cheongju-si, Chungcheongbuk-do, Republic of Korea 28581
 VIA EDGAR June 12, 2026
 U.S. Securities and Exchange Commission Division of Corporation
Finance 100 F Street, NE Washington, D.C. 20549
 Attention:   Sarah Sidwell

 Re:
 Magnachip Semiconductor Corporation

  
 Acceleration Request for Registration Statement on Form S-3

  
 File No. 333-296756
 Requested Date : June 16, 2026
 Requested Time : 5:00 p.m., Eastern Time
 Dear Ladies and Gentlemen: Pursuant to Rule
461 under the Securities Act of 1933, as amended (the “ Act ”), Magnachip Semiconductor Corporation (the “ Company ”) hereby requests that the effective date and time of the above-referenced registration statement
(the “ Registration Statement ”) be accelerated to June 16, 2026 at 5:00 p.m., Eastern Time, or as soon as practicable thereafter.
 Once the Registration Statement is effective, we respectively request that you notify our counsel, Goodwin Procter LLP, by calling Stuart Ogg
at (650) 752-3295.

 Sincerely,

 MAGNACHIP SEMICONDUCTOR CORPORATION

 By:

 /s/ Shinyoung Park

 Name:

 Shinyoung Park

 Title:

 Chief Financial Officer

 cc:
 Camillo Martino, Magnachip Semiconductor Corporation

  
 W. Stuart Ogg, Goodwin Procter LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 11, 2026

Camillo Martino
Chief Executive Officer
MAGNACHIP SEMICONDUCTOR Corp
c/o Magnachip Semiconductor, Ltd.
15F, 76 Jikji-daero 436beon-gil, Heungdeok-gu
Cheongju-si, Chungcheongbuk-do, Republic of Korea 28581

 Re: MAGNACHIP SEMICONDUCTOR Corp
 Draft Registration Statement on Form S-3
 Submitted on June 8, 2026
 CIK 0001325702
Dear Camillo Martino:
 This is to advise you that we do not intend to review your registration
statement.
 We request that you publicly file your registration statement and
non-public draft
submission on EDGAR at least two business days prior to the requested effective
date and time.
Please refer to Rules 460 and 461 regarding requests for acceleration. We
remind you that the
company and its management are responsible for the accuracy and adequacy of
their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
 Please contact Sarah Sidwell at 202-551-4733 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Stuart Ogg
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
November 17, 2022
Shinyoung Park
Chief Financial Officer
Magnachip Semiconductor Corporation
c/o MagnaChip Semiconductor S.A.
1, Allee Scheffer, L-2520
Luxembourg, Grand Duchy of Luxembourg
Re:Magnachip Semiconductor Corporation
Form 10-K for the Year Ended December 31, 2021
Filed February 23, 2022
File No. 001-34791
Dear Shinyoung Park:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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filename1.htm

November 14,
2022

VIA EDGAR

Securities
and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Heather Clark
                                            and Kevin Woody

                                            Division of Corporation Finance

                                            Office of Manufacturing

 Re: Magnachip
                                            Semiconductor Corporation

                                            Form 10-K for the Year Ended December 31, 2021

                                            Filed February 23, 2022

                                            File No. 001-34791

Dear Ms. Clark
and Mr. Woody,

On
behalf of Magnachip Semiconductor Corporation (the “Company”), I submit our responses to the comments in your letter
dated October 28, 2022, related to the Company’s Form 10-K for the fiscal year ended December 31, 2021. Our responses to the
comments are set forth below. For ease of reference, the comments are also set forth in their entirety.

Form 10-K
for the Year Ended December 31, 2021

General

 1. Please
                                            tell us and revise to disclose the parties to which you refer to in the Form 10-K. In
                                            this regard, we note that you refer to a parent entity in terms of a terminated merger on
                                            page 45 but also refer to a parent entity in the U.S. that accounts for part of your tax
                                            expense on page 70. Your response and revised disclosure should name the parent entity that
                                            had to pay termination fees for the failed merger and clarify whether you have any further
                                            relationship with this entity subsequent to such attempted merger.

In
response to the Staff’s comment, the Company has revised its disclosure in its Form 10-Q for the quarter ended September 30,
2022 (the “Third Quarter 10-Q”) to clarify that the counterparty owing termination fees in connection with the failed
merger transaction, South Dearborn Limited (“Holdco”), is different from Magnachip Semiconductor Corporation (the
Company’s consolidated parent entity) and that, other than a remaining receivable for the

    Magnachip Semiconductor, 40F, Parc.1 Tower 2, 108, Yeoui-daero, Yeongdeungpo-gu, Seoul, South Korea 07335

termination
fee, the Company has no further relationship with Holdco. Please see page 22 of the Third Quarter 10-Q. Further, the Company will reflect
these changes in any future filings that are impacted by such disclosure, including in the 2022 annual report on Form 10-K.

Explanation
and Reconciliation of Non-U.S. GAAP Measures, page 48

 2. We
                                            refer to adjustment (i) on page 54. Please tell us and revise to further explain the nature
                                            of the material adjustment of $43.9 million for 2020 that eliminates the impact of the difference
                                            between GAAP and cash tax expense.

The
Company respectfully advises the Staff that, as a supplement to our financial results presented in accordance with GAAP, we present adjusted
net income/(loss) by adjusting income from continuing operations to eliminate the impact of a number of non-cash expenses and other items
that may be either one-time or recurring, which we do not consider to be indicative of our core ongoing operating performance. We believe
adjusted net income/(loss) provides useful information to investors in evaluating our core operating results over multiple periods.

The
adjustment of $43.9 million recorded for the fiscal year ended December 31, 2020 represented the release of valuation allowances computed
in accordance with GAAP, based on the evaluation of the recoverability of the related deferred tax assets in future years when such assessment
was made.

As
the determination of the release of valuation allowances reflected our expectation of, and assumptions as to, future operating results,
estimated future taxable income and applicable tax laws, and as it was deemed not to be indicative of our core operating performance,
we believed our performance results for the year ended December 31, 2020 would be more usefully compared with the prior periods if we
adjusted for the release of valuation allowances established against deferred tax assets.

However,
we acknowledge the Staff’s comment and have determined that, in future filings and earnings presentations, we will exclude changes
in our valuation allowance as a non-GAAP adjustment.

*          *          *          *

If
you have any questions, please do not hesitate to contact the undersigned by telephone at +82 2 6903 3053 or by email at shinyoung.park@magnachip.com.

Sincerely,

  /s/ Shin Young Park

  Shin Young Park

  Chief Financial Officer

      2

United States securities and exchange commission logo
October 28, 2022
Shinyoung Park
Chief Financial Officer
Magnachip Semiconductor Corporation
c/o MagnaChip Semiconductor S.A.
1, Allee Scheffer, L-2520
Luxembourg, Grand Duchy of Luxembourg
Re:Magnachip Semiconductor Corporation
Form 10-K for the Year Ended December 31, 2021
Filed February 23, 2022
File No. 001-34791
Dear Shinyoung Park:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2021
General
1.Please tell us and revise to disclose the parties to which you refer to in the Form 10-K.  In
this regard, we note that you refer to a parent entity in terms of a terminated merger on
page 45 but also refer to a parent entity in the U.S. that accounts for part of your tax
expense on page 70.  Your response and revised disclosure should name the parent entity
that had to pay termination fees for the failed merger and clarify whether you have any
further relationship with this entity subsequent to such attempted merger.
Explanation and Reconciliation of Non-U.S. GAAP Measures, page 48
2.We refer to adjustment (i) on page 54.  Please tell us and revise to further explain the
nature of the material adjustment of $43.9 million for 2020 that eliminates the impact of
the difference between GAAP and cash tax expense.

 FirstName LastNameShinyoung Park
 Comapany NameMagnachip Semiconductor Corporation
 October 28, 2022 Page 2
 FirstName LastName
Shinyoung Park
Magnachip Semiconductor Corporation
October 28, 2022
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Heather Clark at 202-551-3624 or Kevin Woody at 202-551-3629 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

Mail Stop 3030
September 27, 201 7

Via E -mail
Jonathan W. Kim
Chief Financial  Officer
MagnaChip Semiconductor Corporation
c/o MagnaChip Semiconductor S.A.
1, Allée Scheffer, L -2520
Luxembourg, Grand Duchy of Luxembourg

Re: MagnaChip Semiconductor Corporation
 Form 10-K for the Fiscal Year Ended  December  31, 2016
Filed February 2 1, 2017
File No.  001-34791

Dear  Mr. Kim:

We have completed our review of your filings.  We remind you that the company and its
management are responsible f or the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.

Sincerely,

 /s/ Martin James

Martin James
Senior Assistant Chief Accountant
        Office of Electronics and Machinery

CORRESP
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CORRESP

 MagnaChip Semiconductor Corporation

c/o MagnaChip Semiconductor, Ltd.

215, Daesin-ro, Heungdeok-gu

Cheongju-si, Chungcheongbuk-do, 28429, Republic of Korea

Office +82 43 718 3535

jonathan.kim@magnachip.com

 September 14, 2017

VIA EDGAR

 Martin James

Senior Assistant Chief Accountant

 Office of Electronics and
Machinery

 Division of Corporation Finance

 United States
Securities and Exchange Commission

 100 F Street, N.E.

 Mail
Stop 3030

 Washington, DC 20549

Re:
MagnaChip Semiconductor Corporation

Form 10-K for the Fiscal Year Ended December 31, 2016

Filed February 21, 2017

File No. 001-34791

 Dear Mr. James:

MagnaChip Semiconductor Corporation (the “Company”) provides the following information in response to the comments contained
in the correspondence of the staff (the “Staff”) of the U.S. Securities and Exchange Commission, dated August 30, 2017, relating to the aforementioned Form 10-K. For reference purposes, the text of your letter dated
August 30, 2017, has been reproduced herein (in bold), with the Company’s response following such text. Unless the context otherwise requires, references to “MagnaChip,” “our,” “us,” or “we” mean
MagnaChip Semiconductor Corporation on a consolidated basis with its wholly owned subsidiaries.

 Form 10-K for the Fiscal Year Ended December 31,
2016

 Consolidated Financial Statements

 Note
4. Inventory, page 96

1.
We note your response to comment 1. In future periods in which you present the roll-forward, revise the table to separately show the gross amounts of inventory impairment charges recorded pursuant to ASC 330-10-35-2
in each period. Further, revise the inventory discussion in the Critical Accounting Policies and Estimates section of Management’s Discussion and Analysis to quantify the impairment charges recorded in each period. When material in future
periods, revise your Gross Profit discussions on pages 61 and 66 to disclose the impact of the sale of previously impaired inventory on gross margins. Refer to Item 303(a)(3) of Regulation S-K and Section V of SEC Release 33-3850.

 Response: The Company respectfully acknowledges the Staff’s comment and in future filings in which the Company presents the
roll-forward table, the Company will show separately the gross amount of inventory reserve charged to cost of sales and the reduction of reserve for the sale of previously reserved inventory in each period.

In addition, in future filings where applicable the Company will revise the inventory discussion in the Critical Accounting Policies and Estimates section of
Management’s Discussion and Analysis to quantify the impairment charges recorded in each period. The Company’s proposed disclosure based on its 2016 Form 10-K is as follows (added language is underlined):

 MagnaChip
Semiconductor, Ltd., 215, Daesin-ro, Heungdeok-gu, Cheongju-si, Chungcheongbuk-do, 28429, Republic of Korea

 “Inventories

Inventories are stated at the lower of cost or market, using the average cost method, which approximates the first in, first
out method (“FIFO”). If net realized value is less than cost at the balance sheet date, the carrying amount is reduced to the realizable value, and the difference is recognized as a loss on valuation of inventories within cost of sales.
Inventory reserves are established when conditions indicate that the net realizable value is less than costs due to physical deterioration, obsolescence, changes in price levels, or other causes based on individual facts and circumstances. We
evaluate the sufficiency of inventory reserves and take into consideration historical usage, expected demand, anticipated sales price, new product development schedules, the effect new products might have on the sale of existing products, product
age and other factors. Reserves are also established for excess inventory based on our current inventory levels and projected demand and our ability to sell those specific products in excess of six months of projected for
each specific product. Situations that could cause these inventory reserves include a decline in business and economic conditions, decline in consumer confidence caused by changes in market conditions, sudden and significant decline in
demand for our products, inventory obsolescence because of rapidly changing technology and consumer requirements, or failure to estimate end customer demand properly. A reduction of these inventory reserves may be recorded if previously reserved
items are subsequently sold as a result of unexpected changes to certain aforementioned situations.

 The gross
amount of inventory reserves charged to cost of sales totaled $7,646 thousand, $13,635 thousand and $12,938 thousand in the fiscal years ended December 31, 2016, 2015 and 2014, respectively. The new cost base related to the sale of inventory
that was previously written down totaled $4,985 thousand, $13,932 thousand and $12,055 thousand in the fiscal years ended December 31, 2016, 2015 and 2014, respectively.

In addition, a As prescribed in ASC 330, “Inventory”, once a reserve is established for a
particular item based on our assessment as described above, it is maintained until the related item is sold or scrapped as a new cost basis has been established that cannot subsequently be marked up. In addition, the cost of inventories
is determined based on the normal capacity of each fabrication facility. In case the capacity utilization is lower than a certain level that management believes to be normal, the fixed overhead costs per production unit which exceed those under
normal capacity are charged to cost of sales rather than capitalized as inventories.”

 The Company also intends to include the foregoing disclosure
in its financial statements notes in future Form 10-K filings where applicable. The Company also respectfully acknowledges the Staff’s comment and in applicable future filings the Company will disclose the impact of the sale of previously
impaired inventory on gross margins if determined to be material.

*        *        *
 *        *

 2

 If you have any questions regarding our responses, please feel free to contact me by telephone at
+82 43 718 3535 or by email at jonathan.kim@magnachip.com.

Very truly yours,

MagnaChip Semiconductor Corporation

By:

/s/ Jonathan W. Kim

Jonathan W. Kim

 Chief Financial Officer, Executive Vice President

and Chief Accounting Officer

cc:
Tara Harkins, SEC

Theodore S. Kim, MagnaChip Semiconductor Corporation

Stuart Ogg, Jones Day

Micheal Reagan, Jones Day

 3

Mail Stop 3030
August 30, 201 7

Via E -mail
Jonathan W. Kim
Chief Financial  Officer
MagnaChip Semiconductor Corporation
 c/o MagnaChip Semiconductor S.A.
1, Allée Scheffer, L -2520
Luxembourg, Grand Duchy of Luxembourg

Re: MagnaChip Semiconductor Corporation
 Form 10-K for the Fiscal Year Ended  December  31, 2016
Filed February 2 1, 2017
File No.  001-34791

Dear  Mr. Kim:

We have reviewed  your August 16, 2017 response to our comment letter and have the
following comment.  In our comme nts, 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 d o 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.
Unless we note otherwise, our references to prior comments are to co mments in our August 2,
2017 letter .

Form 10 -K for the year ended December 31, 2017

Consolidated Financial Statements

Note 4.  Inventory, page 96

1. We note your response to comment 1.   In future periods in which you present the roll -
forward, revise the table to separately show the gross amounts of inventory impairment
charges recorded pursuant to ASC 330 -10-35-2 in each period.   Further, revise the inventory
discussion in the Critical Accounting Policies and Estimates section of Management’s
Discussion and Analysis to quantify the impairment charges recorded in each period.   When
material in future periods, revise your Gross Profit discussions on pages 61 and 66 to disclose

Jonathan W. Kim
MagnaChip Semiconductor Corporation
August 30, 2017
Page 2

 the impact of the sale of previously impaired inventory on gross margin s.  Refer to Item
303(a)(3) of Regulation S -K and Section V of SEC Release 33 -3850.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absen ce of
action by the staff.

You may contact Tara Harkins at (202) 551 -3639 or me at (202) 551 -3671 with any
questions.

Sincerely,

 /s/ Martin James

Martin James
Senior Assistant Chief Accountant
        Office of Electronics and Machinery

CORRESP
1
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CORRESP

 MagnaChip Semiconductor Corporation

c/o MagnaChip Semiconductor, Ltd.

215, Daesin-ro, Heungdeok-gu

Cheongju-si, Chungcheongbuk-do, 28429, Republic of Korea

Office +82 43 718 3535

jonathan.kim@magnachip.com

 August 16, 2017

 VIA
EDGAR AND OVERNIGHT DELIVERY

 Martin James

 Senior
Assistant Chief Accountant

 Office of Electronics and Machinery

Division of Corporation Finance

 United States Securities and
Exchange Commission

 100 F Street, N.E.

 Mail Stop 3030

Washington, DC 20549

Re:
MagnaChip Semiconductor Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2016
 Filed February 21, 2017
 File No. 001-34791

Dear Mr. James:

 MagnaChip Semiconductor
Corporation (the “Company”) provides the following information in response to the comments contained in the correspondence of the staff (the “Staff”) of the U.S. Securities and Exchange Commission, dated
August 2, 2017, relating to the aforementioned Form 10-K. For reference purposes, the text of your letter dated August 2, 2017, has been reproduced herein (in bold), with the Company’s response following such text. Unless the context
otherwise requires, references to “MagnaChip,” “our,” “us,” or “we” mean MagnaChip Semiconductor Corporation on a consolidated basis with its wholly owned subsidiaries.

Form 10-K for the Fiscal Year Ended December 31, 2016

Consolidated Financial Statements

 Note 4. Inventory,
page 96

1.
We note that you establish a reserve for inventory and present a roll-forward in the second table on page 96. Please address the following:

•

Tell us what the reduction of $297 thousand presented as a ‘change in reserve’ in Fiscal 2015 represents.

•

Tell us whether the ‘change in reserve’ caption is a net amount for each period presented in the table and if so, provide us with the gross amount of impairment charges recorded pursuant to ASC 330-10-35-2
and the gross amounts of any recoveries or other items that reduced the caption amount for each period.

•

Explain to us how your accounting for impaired inventory complies with ASC 330-10-35-14 and SAB Topic 5.BB.

Response: The Company respectfully informs the Staff that the reduction of $297 thousand presented as a ‘change in reserve’ in the fiscal
year ended December 31, 2015 represents a net change in reserve attributable to a reduction of reserves offset by an addition to inventory reserves established in the same period. The reduction of reserves was recorded in connection with
previously reserved items that were sold during the period as a result of an unexpected increase in customer demand. The reduction of reserves did not cause any inventory to be written up as of December 31, 2015.

 MagnaChip
Semiconductor, Ltd., 215, Daesin-ro, Heungdeok-gu, Cheongju-si, Chungcheongbuk-do, 28429, Republic of Korea

 The following table presents the gross amount of inventory reserve charged to cost of sales, recorded pursuant to
ASC 330-10-35-2, and the reduction of inventory reserve for the sale of previously reserved inventory for the years ended December 31, 2016, 2015 and 2014 (in thousands):

Year Ended December 31,

2016

2015

2014

 Beginning balance

(16,033
)

(47,488
)

(72,400
)

 Change in reserve

 Inventory reserve charged to costs of sales

(7,646
)

(13,635
)

(12,938
)

 Sale of previously reserved inventory

4,985

13,932

12,055

(2,661
)

297

(883
)

 Write off

11,384

29,146

23,765

 Translation adjustments

133

2,012

2,030

 Ending balance

(7,177
)

(16,033
)

(47,488
)

 The Company evaluates the sufficiency of inventory reserves in accordance with ASC 330-10-35-2 and takes into consideration
historical usage, expected demand, anticipated sales price, new product development schedules, the effect new products might have on the sale of existing products, product age and other factors. As a result, the Company’s inventory reserves are
established when conditions indicate that the net realizable value is less than cost due to physical deterioration, obsolescence, changes in price levels, or other causes based on individual facts and circumstances. Reserves are also established for
excess inventory based on the Company’s current inventory levels and projected demand and the Company’s ability to sell those specific products. Situations that could cause these inventory reserves include changes in business and economic
conditions, changes in consumer confidence caused by changes in market conditions, sudden and significant decreases in demand for the Company’s products, inventory obsolescence because of rapidly changing technology and consumer requirements,
or failure to estimate end customer demand properly.

 In accordance with ASC 330-10-35-14 and SAB Topic 5.BB, once a reserve is established for a
particular item based on the Company’s assessment as described above, it is maintained until the related item is sold or scrapped as a new cost basis has been established that cannot subsequently be marked up. In tracking the new cost basis for
impaired inventory, the Company retains both the original cost and the aggregate of all write-downs (i.e. the inventory reserve) in the Company’s accounting records. When previously written down inventory is sold or scrapped, the reserve
established for that inventory is reversed in the same period. As a result, the new cost basis is appropriately matched to the sale or scrap of the impaired inventory.

*    *    *    *    *

 2

 If you have any questions regarding our responses, please feel free to contact me by telephone at
+82 43 718 3535 or by email at jonathan.kim@magnachip.com.

 Very truly yours,

MagnaChip Semiconductor Corporation

By:

/s/ Jonathan W. Kim

 Jonathan W. Kim

 Chief Financial Officer,
Executive Vice President and Chief Accounting Officer

cc:
Tara Harkins, SEC

Theodore S. Kim, MagnaChip Semiconductor Corporation

Stuart Ogg, Jones Day

Micheal Reagan, Jones Day

 3

Mail Stop 3030
August 2, 201 7

Via E -mail
Jonathan W. Kim
Chief Financial  Officer
MagnaChip Semiconductor Corporation
 c/o MagnaChip Semiconductor S.A.
1, Allée Scheffer, L -2520
Luxembourg, Grand Duchy of Luxembourg

Re: MagnaChip Semiconductor Corporation
 Form 10-K for the Fiscal Year Ended  December  31, 2016
Filed February 2 1, 2017
File No.  001-34791

Dear  Mr. Kim:

We have reviewed your filing an d have the following comment .  In our comment s, we
may ask you to provide us with in formation 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 yo ur 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 December 31, 2016

Consolidated Financial Statements

Note  4.  Inventory, page 96

1. We note that you establish a reserve for inventory and present a roll -forward in the
second table on page 96.   Please address the following:
 Tell us what the reduction of $297 thousand presented as a ‘change in reserve’ in
Fiscal 2 015 represents.
 Tell us whether the ‘change in reserve’ caption is a net amount for each period
presented in the table and if so, provide us with the gross amount of impairment
charges recorded pursuant to ASC 330 -10-35-2 and the gross amounts of any
recoveries  or other items that reduced the caption amount for each period.

Jonathan W. Kim
MagnaChip Semiconductor Corporation
August 2, 2017
Page 2

  Explain to us how your accounting for impaired inventory complies with ASC 330 -
10-35-14 and SAB Topic 5.BB.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Tara Harkins at (202) 551 -3639 or me at  (202) 551 -3671 with any
questions.

Sincerely,

 /s/ Martin James

Martin James
Senior Assistant Chief Accountant
        Office of Electronics and Machinery

Mail Stop 3030
May 9, 2017

Via E -mail
Young -Joon Kim
Chief Executive Officer
MagnaChip Semiconductor Corporation
c/o MagnaChip Semiconductor S.A.
1, All ee Scheffer, L -2520
Luxembourg, Grand Duchy of Luxembourg

Re: MagnaChip Semiconductor Corporation
Registration Statement on Form S-3
Filed May 1, 2017
 File No. 333 -217576

Dear M r. Kim:

This is to advise you that we have not reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absenc e of action by the staff.

Please contact Tom Jones at (202) 551 -3602 with any questions.

Sincerely,

 /s/ Tom Jones for

 Amanda Ravitz
Assistant Director
        Office of Electronics and Machinery

cc: David S. Huntington, Esq.

CORRESP
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filename1.htm

Acceleration Request

 MagnaChip Semiconductor Corporation

c/o MagnaChip Semiconductor S.A.

1, Allée Scheffer, L-2520

Luxembourg, Grand Duchy of Luxembourg

May 9, 2017

 VIA EDGAR

U.S. Securities and Exchange Commission

 Judiciary Plaza

100 F Street, N.E.

 Washington, D.C. 20549

Re:
MagnaChip Semiconductor Corporation

Registration Statement on Form S-3

(File No. 333-217576)

 Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, MagnaChip Semiconductor Corporation, a Delaware corporation (the
“Registrant”), hereby requests that the effective date of the above-captioned Registration Statement on Form S-3 (the “Registration Statement”) be accelerated to
May 11, 2017 at 4:00 p.m. Eastern time or as soon thereafter as may be practicable.

 We understand that the Staff will consider this
request as confirmation by the Registrant of its awareness of its responsibilities under the federal securities laws of the United States as they relate to the issuance of the securities covered by the Registration Statement. If you have any
questions regarding the foregoing, please contact David Huntington of Paul, Weiss, Rifkind, Wharton & Garrison LLP at (212) 373-3124.

Sincerely,

MagnaChip Semiconductor Corporation

By:

 /s/ Theodore S. Kim

Name:

Theodore S. Kim

Title:

Chief Compliance Officer, EVP, General Counsel and Secretary

cc:
David S. Huntington, Esq.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

 Signature Page to Acceleration Request

Mail Stop 4628

September 3,  2015

Via E -mail
Young -Joon Kim
Chief Executive Officer
MagnaChip Semiconductor Corporation
c/o MagnaChip Semiconductor S.A.
1, Allée Scheffer , L-2520
Luxembourg, Grand Duchy of Luxembourg

Re: MagnaChip Semiconductor Corporation
 Form 10-K for Fiscal Year Ended December 31, 2014
 Filed May 28, 2015
 File No. 1 -34791

Dear Mr.Kim:

We refer you to our comment letter dated August 7, 2015 , regarding business contacts
with Sudan and Syria.  We have completed our review of this subject matter.  We remind you
that our comments or changes to disclosure in response to our comments do not foreclose the
Commission from taking any action with respect to the c ompany or 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.  We urge all persons who are
responsible for the accuracy an d 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 rules
require.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc:  Amanda Ravitz
  Assistant Director
 Division of Corporation Finance

Young -Soon Kim
MagnaChip Semiconductor Corporation
September 3 , 2015
Page 2

   Theodore S. Kim
  Chief Compliance Officer ,
  Executive Vice President,
  General Counsel and Secretary
 MagnaChip Semiconductor Corporation

  W. Stuart Ogg
  Partner
  Jones Day

CORRESP
1
filename1.htm

Correspondence

 MagnaChip Semiconductor, Ltd.

424, Teheran-ro, Gangnam-Gu

 Seoul
135-738, Republic of Korea

 Office (82) 2-6903-3073

Fax (82) 2-6903-3898

theodore.kim@magnachip.com

 August 21, 2015

VIA EDGAR AND COURIER

 Cecilia Blye, Chief

Office of Global Security Risk

 United States Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, DC
20549-6010

Re:
MagnaChip Semiconductor Corporation

 Form 10-K for Fiscal Year Ended
December 31, 2014

 Filed May 28, 2015

File No. 1-34791

 Dear
Ms. Blye:

 MagnaChip Semiconductor Corporation (including its subsidiaries, the “Company”) provides the following
information in response to the comments contained in the correspondence of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated August 7, 2015 relating to the
aforementioned Form 10-K (the “Form 10-K”). For reference purposes, the text of your letter dated August 7, 2015 has been reproduced herein (in bold), with the Company’s response below each numbered comment. Unless the
context otherwise requires, references to “MagnaChip,” “our,” “us,” or “we” mean MagnaChip Semiconductor Corporation on a consolidated basis with its wholly owned subsidiaries. The Company acknowledges 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.

Form 10-K for the Fiscal Year Ended December 31, 2014

General

1.
You state on pages 13 and 22 of the 10-K that your customer Samsung Display Corporation accounted for more than 11.4% of your net sales for the year ending December 31, 2014. The Samsung Electronics (Samsung)
2014 Annual Report states that Samsung Display is a subsidiary of Samsung. The Samsung website indicates that Samsung has a store in Sudan and that Samsung televisions are available in Syria. We also are aware of a 2013 news article that refers to a
Samsung license and a Samsung franchise in Syria.

 Sudan and Syria are designated by the Department of State as state
sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Please describe to us the

 MagnaChip Semiconductor,
Ltd., 424, Teheran-ro, Gangnam-Gu, Seoul 135-738, Republic of Korea

nature and extent of your past, current, and anticipated contacts with Sudan and Syria, if any, whether through subsidiaries, affiliates, distributors, customers, joint ventures or other
direct or indirect arrangements. You should describe any services, products, information or technology you have provided to Sudan or Syria, directly or indirectly, and any agreements, commercial arrangements, or other contacts you have had with the
governments of those countries or entities they control.

 Response: We advise the Staff that the Company has not during the
period covered by our Form 10-K, and does not currently provide, and has no future plans to provide, any services, products, information or technologies to Sudan or Syria, their governments or entities they control. The Company has not entered into
any agreements or arrangements with Sudan or Syria and has no future plans to enter into any such agreements or arrangements. Moreover, the Company does not maintain any offices or other facilities in Sudan or Syria, has no employees in either of
those countries, and has no assets or liabilities associated with activities in either of those countries.

 The Company has not shipped any
of the products that the Company has sold to Samsung Display Co., Ltd. (“Samsung”) to Sudan or Syria, and the Company’s sales to Samsung were made in compliance with applicable export control and economic sanctions regulations.
The Company has no knowledge of or any basis to believe that the Company’s products were, or will in the future be, incorporated into Samsung products sold, either directly or indirectly, in Sudan or Syria. Samsung has not provided the Company
with information sufficient for the Company to reasonably determine sales of Samsung products on a geographic basis. Furthermore, the Company has no actual control over where Samsung sells its products.

The Company has export control and economic sanctions policies and procedures in place and is committed to compliance with these laws. The
Company’s export compliance procedures include training for key personnel and procedures for screening customer agreements. In addition, the Company has a Code of Business Conduct and Ethics that applies to all Company employees wherever they
are located or doing business, and which sets forth the Company’s policy that all Company directors, officers, employees, agents, and contractors must comply with all applicable laws, regulations, rules, and regulatory orders of the cities,
states, and countries in which the Company operates and accordingly, all Company directors, officers, and employees must comply with the laws, regulations, rules, and regulatory orders of the United States, including the Foreign Corrupt Practices
Act and the U.S. Export Control Act, in addition to applicable local laws in the Republic of Korea and elsewhere.

2.
Please discuss the materiality of any contacts with Sudan and Syria you describe in response to the comment above, 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 years 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 reputation 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 terrorism. You should address the potential impact of the investor
sentiment evidenced by such actions directed toward companies that have operations associated with Sudan and Syria.

 2

 Response: As indicated in our response to Comment No. 1 above, the Company has not
had any contacts with Sudan or Syria. Therefore, the Company has not had any revenue, assets and liabilities associated with Sudan or Syria for the last three fiscal years and the subsequent interim period.

If you have any questions regarding our responses, please feel free to contact me by telephone at (82) 2-6903-3073 or by facsimile at
(82) 2-6903-3898, or Stuart Ogg of Jones Day, outside counsel to the Company, by telephone at (213) 243-2365 or by facsimile at (213) 243-2539.

Very truly yours,

MagnaChip Semiconductor Corporation

By:

 /s/ Theodore S. Kim

Theodore S. Kim

Chief Compliance Officer, Executive Vice President and General Counsel

cc:
Amanda Ravitz, SEC

 Daniel Leslie, SEC

W. Stuart Ogg, Jones Day

 Micheal
Reagan, Jones Day

 3

August 7, 2015

Via E -mail
Young -Joon Kim
Chief Executive Officer
MagnaChip Semiconductor Corporation
c/o MagnaChip Semiconductor S.A.
1, Allée Scheffer , L-2520
Luxembourg,  Grand  Duchy  of Luxembourg

Re: MagnaChip Semiconductor Corporation
 Form 10-K for Fiscal Year Ended December 31, 2014
 Filed May 28, 2015
 File No. 1 -34791

Dear Mr. Kim :

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.   In our comments, we ask you to provide us with information so we may better
understand your disclosure.

Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments appl y to your facts and circumstances, please tell us why in your response.

General

1. You state on pages 13 and 22 of the 10 -K that your customer Samsung Display
Corporation accounted for more than 11.4% of your net sales for the year ending
December 31, 2014.  The Samsung Electronics (Samsung) 2014 Annual Report states
that Samsung Display is a subsidiary of Samsung.  The Samsung website indicates that
Samsung has a store in Sudan  and that Samsung televisions are available in Syria.  We
also are aware of a 2013 news article that refers to a Samsung license and a Samsung
franchise in Syria.

Sudan and Syria are designated by the Department of State as state sponsors of terrorism,
and are subject to U.S. economic sanctions and export controls.  Please descr ibe to us the
nature and extent of your past, current, and anticipated contacts with Sudan and Syria, if
any, whether through subsidiaries, affiliates, distributors, customers, joint ventures or
other direct or indirect arrangements.  You should describe a ny services, products,
information or technology you have provided to Sudan or Syria, directly or indirectly,

Young -Soon Kim
MagnaChip  Semiconductor Corporation
August 7, 2015
Page 2

 and any agreements, commercial arrangements, or other contacts you have had with the
governments of those countries or entities they control.

2. Please discuss the materiality of any contacts with Sudan and Syria you describe in
response to the comment above, 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 years and the subsequent interim period.  Also, address
materiality in terms of qualitative factors that a reasonable investor would d eem
important in making an investment decision, including the potential impact of corporate
activities upon a company's reputation and share value.  Various state and municipal
governments, universities, and other investors have proposed or adopted divestm ent or
similar initiatives regarding investment in companies that do business with U.S. -
designated state sponsors of terrorism.  You should address the potential impact of the
investor sentiment evidenced by such actions directed toward companies that have
operations associated with Sudan and Syria.

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 applicabl e Exchange 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.

 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 C ommission 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 Daniel Leslie, Staff Attorney, at (202) 551 -3876 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

Young -Soon Kim
MagnaChip  Semiconductor Corporation
August 7, 2015
Page 3

 cc:  Amanda Ravitz
  Assistant Dire ctor
 Division of Corporation Finance

  Theodore S. Kim
  Chief Compliance Officer ,
  Executive Vice President ,
  General Counsel and Secretary
 MagnaChip Semiconductor Corporation

  W. Stuart Ogg
  Partner
  Jones Day

CORRESP
1
filename1.htm

Acceleration Request

 MagnaChip Semiconductor Corporation

c/o MagnaChip Semiconductor S.A.,

74, rue de Merl, L-2146 Luxembourg,

Grand Duchy of Luxembourg

October 15, 2013

 VIA EDGAR
CORRESPONDENCE

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, NE

Washington, DC 20549

 Attention: Mr. Brian Soares

Re:
MagnaChip Semiconductor Corporation

 Registration Statement on Form S-4
(Registration No. 333-191372)

 Ladies and Gentlemen:

On behalf of MagnaChip Semiconductor Corporation (the “Company”), the undersigned hereby requests,
pursuant to Rule 461(a) promulgated under the Securities Act of 1933, that the Registration Statement on Form S-4 (File No. 333-191372) (the “Registration Statement”) of the Company be declared effective at 2:00 p.m.,
Eastern Daylight Time, on Friday, October 18, 2013, or as soon thereafter as practicable. The Company respectfully requests that you notify Micheal Reagan of such effectiveness by a telephone call to (650) 687-4147.

In connection with such request, the undersigned, on behalf of the Company, hereby acknowledges the following:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
Statement;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and
accuracy of the disclosure in the Registration Statement; and

•

the Company may not assert staff comments and 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.

 [Signature follows.]

 Please contact Micheal Reagan of Jones Day at (650) 687-4147 or Stuart Ogg of Jones Day at
(213) 243-2365 if you have any questions concerning this matter. Thank you for your continued attention to this matter.

Very truly yours,

MAGNACHIP SEMICONDUCTOR CORPORATION

By:

/s/ John McFarland

Name:

John McFarland

Title:

Executive Vice President, General

Counsel & Secretary

cc:
Micheal J. Reagan

 W. Stuart Ogg

CORRESP
1
filename1.htm

Correspondence

 MagnaChip Semiconductor Corporation

c/o MagnaChip Semiconductor S.A.,

74, rue de Merl, L-2146 Luxembourg,

Grand Duchy of Luxembourg

October 9, 2013

 VIA EDGAR
CORRESPONDENCE

 Securities and Exchange Commission

 100
F Street, NE

 Washington, D.C. 20549

Re:
MagnaChip Semiconductor Corporation

 Registration Statement on Form S-4 (No.
333-191372)

 Ladies and Gentlemen:

MagnaChip Semiconductor Corporation, a Delaware corporation (the “Company”), is submitting this letter in connection with its
Registration Statement on Form S-4 relating to the offer by the Company to exchange (the “Exchange Offer”) its 6.625% Senior Notes due 2021 (the “Exchange Notes”) for an equal principal amount of its 6.625% Senior
Notes due 2021 outstanding on the date hereof (the “Original Notes”). On July 18, 2013, the Company issued $225,000,000 aggregate principal amount of the Original Notes. All of the Original Notes are outstanding on the date
hereof.

 In accordance with the Commission’s position set forth in Exxon Capital Holdings Corporation (available May 13, 1988)
and its progeny, the Company makes the following representations to the Commission:

(1)
The Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Exchange Offer and, to the best of the Company’s information and belief, each
person participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the
Exchange Offer.

(2)
The Company will make each participant in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that if such person is participating in the Exchange Offer for the purpose of distributing the
Exchange Notes to be acquired in the Exchange Offer, such person (a) cannot rely on the position enunciated in Exxon Capital Holdings Corporation or interpretive letters to similar effect and (b) must comply with the registration and
prospectus delivery requirements of the Securities Act of 1933 (the “Securities Act”) in connection with a secondary resale transaction. The Company acknowledges that such a secondary resale transaction by such person participating in the
Exchange Offer for the purpose of distributing the Exchange Notes should be covered by an effective registration statement containing the selling stockholder information required by Item 507 of Regulation S-K promulgated under the Securities
Act.

(3)
The Company will include in the transmittal letter, or similar documentation to be executed by the exchange offeree in order to participate in the Exchange Offer, representations to the effect that (a) the exchange
offeree is acquiring the Exchange Notes in its ordinary course of business, (b) by accepting the Exchange Offer, the exchange offeree represents to the Company that it is not engaged in, does not intend to engage in and does not have an
arrangement or understanding with any person to participate in a distribution of the Exchange Notes, and (c) the exchange offeree is not an affiliate of the Company.

(4)
With respect to any broker-dealer that participates in the Exchange Offer with respect to Original Notes acquired for its own account as a result of market-making activities or other trading activities, the Company will
include in the transmittal letter, or similar documentation to be executed by the exchange offeree in order to participate in the Exchange Offer, a representation that it will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of Exchange Notes received in respect of such Original Notes pursuant to the Exchange Offer.

 The
Company further represents that, with respect to any broker-dealer that participates in the Exchange Offer with respect to Original Notes acquired for its own account as a result of market-making activities or other trading activities, each such
broker-dealer must confirm that it has not entered into any arrangement or understanding with the Company or an affiliate of the Company to distribute the Exchange Notes. Additionally, the Company will make each person participating in the Exchange
Offer aware that any broker-dealer who holds Original Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such Original Notes pursuant to the
Exchange Offer, may be a statutory underwriter.

 Please contact the undersigned at (408) 625-5999, Micheal Reagan at
(650) 687-4147 or Stuart Ogg at (213) 243-2365, if you have any questions concerning the filing.

Sincerely,

/s/ John McFarland

John McFarland

Executive Vice President, General Counsel and Secretary

cc:
Micheal J. Reagan

 W. Stuart Ogg

November 5, 2012

Via E -mail
Mr. Sang Park
Chief Executive Officer  and Chairman of the Board of Directors
MagnaChip Semiconductor Corporation
c/o MagnaChip Semiconductor S.A.
74, rue de Merl,  B.P. 709, L -2146
Luxembourg  R.C.S.
Luxembourg  B97483

 Re: MagnaChip Semiconductor Corporation
  Form 10-K for the Fiscal Year Ended  December 31, 2011
Filed  March 8, 2012
  File No.  1-34791

Dear Mr.  Park:

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filin g includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

        Sincerely,

        /s/ Kevin L. Vaughn

        Kevin L. Vaughn
        Accounting Branch Chief

CORRESP
1
filename1.htm

Correspondence

 MAGNACHIP SEMICONDUCTOR CORPORATION

c/o MagnaChip Semiconductor S.A.

 74, rue de Merl, B.P. 709 L-2146 Luxembourg R.C.S.

 Luxembourg B97483

 (352) 45-62-62

 October 9, 2012

 VIA EDGAR AND OVERNIGHT DELIVERY

Kevin L. Vaughn

 Accounting Branch Chief

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549-6010

Re:
MagnaChip Semiconductor Corporation

 Form 10-K for the Fiscal Year Ended December 31, 2011 (the “2011 10-K”)

 File No. 001-34791

 Dear Mr. Vaughn:

MagnaChip Semiconductor Corporation (the “Company”) provides the following information in response to the comments
contained in the correspondence of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated September 28, 2012, relating to the 2011 10-K. For reference purposes, the
text of your letter dated September 28, 2012 has been reproduced herein (in bold), with the Company’s response below each numbered comment. The Company acknowledges 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.

 Management Discussion and Analysis of Financial Condition and Results of Operations, page 45; Results
of Operations, page 55

1.
We note you conduct significant operations outside your home country in functional currencies that differ from your reporting currency. Please tell us any material
effects of changes in currency exchange rates on reported revenues and costs as well as business practices and plans. Refer to Item 303(A)(3) of Regulation S-K and Financial Reporting Codification 501.09.b.

Response: A substantial portion of the Company’s operations relates to the Company’s Korean subsidiary, whose functional
currency is the Korean won. Accordingly, changes in the exchange rate of the U.S. dollar to the Korean won have the most significant effect on the Company’s revenues and costs.

 For the year ended December 31, 2011, over 20% of consolidated revenues and
approximately 70% of total costs were denominated in Korean won. The average exchange rate of the U S. dollar to the Korean won in 2010 was 1,157.9. This compares to 1,108.8 in 2011, a 4.2% decrease from 2010. This change in the exchange rate
resulted in a favorable impact of $7.8 million to reported revenues and an unfavorable impact of $20.8 million to expenses and costs of sales in 2011.

 To mitigate the impact of depreciation or appreciation in the U.S. dollar related to the Korean won, the Company’s Korean subsidiary entered into option, forward and zero cost collar contracts. The
Company pursues a hedge of 70 to 75% of net cash inflows from revenues and outflows from expenses denominated in Korean won. The effective portion of the derivative transactions reported under ASC 815, “Derivatives and Hedging,” in the
consolidated statement of operation for the year ended December 31, 2011 was $11.5 million. Combined with hedging transactions, the changes in exchange rates in 2011 resulted in a net unfavorable impact of $1.5 million to the Company’s
operating income.

 Relating to the impact of foreign currency exchange rates and corresponding hedging transactions, the
Company made disclosures in several locations in its 2011 10-K. Please refer to “Part I: Item 1. Risk Factors,” “Part I: Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
— Factors Affecting our Results of Operations,” “Part I: Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates,” and “Part
I: Item 7A. Quantitative and Qualitative Disclosures about Market Risk — Foreign Currency Exposures.” Given the fact that the Company’s Korean subsidiary put an active hedging process in place to mitigate the impact of U.S.
dollar depreciation or appreciation resulting in an effectively mitigated net impact of $1.5 million on operating income, the Company believes that the current disclosure satisfies Item 303(A)(3) of Regulation S-K and Financial Reporting
Codification 501.09.b.

 Notes to Consolidated Financial Statements, page 92; Note 9. Inventories, page 106

2.
Please explain to us the “change in reserve” of $2,997 in the year ended December 31, 2011. Tell us how your accounting complies with SAT Topic 5.BB,
which states that a write-down of inventory to the lower of cost or market creates a new cost basis that subsequently cannot be marked up based on changes in underlying facts and circumstances.

Response: The Company understands that an inventory reserve recorded at the close of a fiscal period creates a new cost basis that
subsequently cannot be marked up or reversed based on changes in underlying facts and circumstances pursuant to SAB Topic 5.BB. In respect to the “change” in the reserve balance of $3.0 million during the year ended December 31, 2011,
the Company respectfully informs the Staff that these changes in reserve represent the movement in the notional reserve due to new losses recognized and inventory sold during the period. These changes in inventory reserve do not include any reversal
of inventory reserve recorded at the close of prior fiscal period ends due to changes in facts and circumstances.

3.
Further to the above, if material, please revise future filings to quantify how changes in the inventory valuation allowances, including sales of previously written
down inventory, impact your gross margins.

 Response: The Company acknowledges the Staff’s
comment and will evaluate future filings for disclosure in accordance with such comment if determined to be material. The change in reserve in 2011 is not material compared to the inventory balance.

 Note 30—Condensed Consolidated Financial Statements, page 130

4.
We note your disclosure here that the guarantees are full and unconditional, subject to certain customary release provisions. Please explain to us in greater detail
the nature of the customary release provisions you are referring to. Explain how you evaluated these release provisions and how full and unconditional guarantee meets the definition under Rule 3-10(h) of Regulation S-X in light of the customary
release provisions disclosed.

 Response: The indenture dated as of April 9, 2010 (the
“Indenture”) governing the Company’s 10.500% Senior Notes due 2018 (the “Senior Notes”) contains customary release provisions for the guarantors under the Indenture (the “Guarantors”) that are
typical of substantially all senior note indentures of this type. These include (i) the sale or other disposition of the capital stock of a Guarantor, or all or substantially all of its assets, to a third party, so long as the proceeds of such
sale are used in accordance with the “Asset Sale” and other covenants of the Indenture; (ii) the declaration of such Guarantor as an “Unrestricted Subsidiary” under the Indenture; and (iii) upon legal defeasance,
covenant defeasance or in accordance with the satisfaction and discharge provisions of the Indenture.

 Pursuant to the guidance
set forth in Section 2510.5 of the Financial Reporting Manual (the “Manual”) prepared by the Staff of the Division of Corporation Finance, each of these automatic release provisions falls within the category of customary
circumstances deemed acceptable to meet the “full and unconditional” provision of Rule 3-10((h)(2) of Regulation S-X (See Section 2510.5, bullets 1, 2 and 4). The Indenture contains no other release provisions for Guarantors, and the
Senior Note guarantees of the Guarantors are otherwise full and unconditional consistent with the definition of Rule 3-10(h)(2) of Regulation S-X and as described in Section 2510.4 of the Manual.

If you have any questions regarding our responses, please feel free to contact me by telephone at 82-2-6903-3073 or by facsimile at
82-2-6903-3898.

Very truly yours,

MagnaChip Semiconductor Corporation

By:

         /s/ John McFarland

John McFarland

Executive Vice President, General Counsel and Secretary

cc:
Gary Newberry, SEC

 Martin
James, SEC

 Margaret Sakai, MagnaChip Semiconductor Corporation

Micheal Reagan, Jones Day

 Stuart Ogg, Jones Day

September 2 8, 2012

Via E -mail
Mr. Sang Park
Chief Executive Officer  and Chairman of the Board of Directors
MagnaChip Semiconductor Corporation
c/o MagnaChip Semiconductor S.A.
74, rue de Merl,  B.P. 709, L -2146
Luxembourg  R.C.S.
Luxembourg  B97483

 Re: MagnaChip Semiconductor Corporation
  Form 10-K for the Fiscal Year Ended  December 31, 2011
Filed  March 8, 2012
  File No.  1-34791

Dear Mr.  Park:

We have reviewed your filing  and have the following comments.   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 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 tell us why in your response.

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

Form 10 -K for the Fiscal Year Ended December 31, 20 11

Management Discussion and Analysis of Financial Condition and Results of Operations, page 45

Results of Operations, page 55

1. We not e you conduct significant operations outside your home country in functional
currencies that differ from your reporting currency.  Please tell us any material effects of
changes in currency exchange rates on reported revenues and costs as well as business
practices and plans.  Refer to Item 303(A)(3) of Regulation S -K and Financial Reporting
Codification 501.09.b.

Mr. Sang Park
MagnaChip Semiconductor Corporation
September 2 8, 2012
Page 2

Notes to Consolidated Financial Statements, page 92

Note 9. Inventories, page 106

2. Please explain to us the “change in reserve” of $2,997 in th e year ended December 31,
2011. Tell us how your accounting complies with SAT Topic 5.BB, which states that a
write -down of inventory to the lower of cost or market creates a new cost basis that
subsequently cannot be marked up based on changes in underlyi ng facts and
circumstances.

3. Further to the above, if material, please revise future filings to quantify how changes in
the inventory valuation allowances, including sales of previously written down inventory,
impact your gross margins.

Note 30 - Condensed Consolidated Financial Statements, page 130

4. We note your disclosure here that the guarantees are full and unconditional, subject to
certain customary release provisions. Please explain to us in greater detail the nature of
the customary release provisions you are referring to.  Explain how you evaluated these
release provisions and how full and unconditional guarantee meets the definition under
Rule 3-10(h) of Regulation S -X in light of  the customary release provisions disclosed.

 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 co mpany
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.

Mr. Sang Park
MagnaChip Semiconductor Corporation
September 2 8, 2012
Page 3

 You may contact Gary Newberry at (202) 551 -3761  or me at (202)  551-3643 if you have
questions regarding comments on the financial statements and related matters.  In this regard, do
not hesitate to contact Martin James, Senior Assistant Chief Accountant at (202) 551 -3671.

        Sincerely,

        /s/ Kevin L. Vaughn

        Kevin L. Vaughn
        Accounting Branch Chief

CORRESP
1
filename1.htm

Company Acceleration Request

 MAGNACHIP SEMICONDUCTOR CORPORATION

c/o MagnaChip Semiconductor S.A.

 74, rue de Merl, B.P. 709 L-2146 Luxembourg R.C.S.

 Luxembourg B97483

 (352) 45-62-62

 VIA EDGAR AND OVERNIGHT DELIVERY

 March 10, 2011

Division of Corporation Finance

 Mail Stop 3561

 United States Securities and Exchange Commission

 100 F Street, N.E.,

 Washington, D.C. 20549

Attention:
Tim Buchmiller, Senior Attorney

Re:
Acceleration Request of MagnaChip Semiconductor Corporation (the “Company”)

Registration Statement of Form S-1 (File No. 333-165467) (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the
Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby request that the effective date of the above-referenced Registration Statement be accelerated so that the Registration Statement, as then amended,
will become effective under the Securities Act by 4:00 p.m. (Eastern Time) on March 10, 2011, or as soon thereafter as practicable. As previously discussed, on March 10, 2011 prior to effectiveness, we intend to file a pre-effective
amendment No. 10 to the Registration Statement in the name of MagnaChip Semiconductor Corporation.

 The disclosure in the
Registration Statement is the responsibility of the Company. The Company acknowledges that staff comments or changes in response to staff comments in the disclosure in the Registration Statement may not be asserted as a defense in any proceeding
which may be brought by any person with respect to this matter. The Company also represents to the Commission that should the Commission or the staff acting pursuant to delegated authority, declare the Registration Statement effective, it does not
foreclose the Commission from taking any action with respect to the Registration Statement and the Company represents that it will not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

 The Company further acknowledges that the action of the Commission or the staff, acting
pursuant to delegated authority, in declaring the Registration Statement effective does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement.

Very truly yours,

MAGNACHIP SEMICONDUCTOR CORPORATION

By:

 /s/ John McFarland

Name:

John McFarland

Title:

Senior Vice President, General Counsel and Secretary

 cc: Jay Webb, SEC

      Julie Sherman, SEC

     Louis Rambo, SEC

CORRESP
1
filename1.htm

Acceleration Request

 MAGNACHIP SEMICONDUCTOR LLC

c/o MagnaChip Semiconductor S.A.

 74, rue de Merl, B.P. 709 L-2146 Luxembourg R.C.S.

 Luxembourg B97483

 (352) 45-62-62

 VIA EDGAR AND OVERNIGHT DELIVERY

 March 8, 2011

Division of Corporation Finance

 Mail Stop 3561

 United States Securities and Exchange Commission

 100 F Street, N.E.,

 Washington, D.C. 20549

Attention:

  Tim Buchmiller, Senior Attorney

Re:
Acceleration Request of MagnaChip Semiconductor LLC (to be converted into

 MagnaChip Semiconductor Corporation, the “Company”)

Registration Statement of Form S-1 (File No. 333-165467) (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the
Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby request that the effective date of the above-referenced Registration Statement be accelerated so that the Registration Statement, as then amended,
will become effective under the Securities Act by 4:00 p.m. (Eastern Time) on March 10, 2011, or as soon thereafter as practicable. As previously discussed, on March 10, 2011 prior to effectiveness, we intend to file a pre-effective
amendment No. 10 to the Registration Statement in the name of MagnaChip Semiconductor Corporation.

 The disclosure in the
Registration Statement is the responsibility of the Company. The Company acknowledges that staff comments or changes in response to staff comments in the disclosure in the Registration Statement may not be asserted as a defense in any proceeding
which may be brought by any person with respect to this matter. The Company also represents to the Commission that should the Commission or the staff acting pursuant to delegated authority, declare the Registration Statement effective, it does not
foreclose the Commission from taking any action with respect to the Registration Statement and the Company represents that it will not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

 The Company further acknowledges that the action of the Commission or the staff, acting
pursuant to delegated authority, in declaring the Registration Statement effective does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement.

Very truly yours,

MAGNACHIP SEMICONDUCTOR LLC

By:

 /s/ John McFarland

Name:

John McFarland

Title:

Senior Vice President, General Counsel and Secretary

cc:
Jay Webb, SEC

 Julie Sherman,
SEC

 Louis Rambo, SEC

 DEUTSCHE BANK SECURITIES INC.

60 WALL STREET

NEW YORK, NY 10005

March 8, 2011

 Division of Corporation
Finance

 Mail Stop 3561

 Securities
and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:

  Tim Buchmiller, Senior Attorney

Re:
MagnaChip Semiconductor Corporation (the “Company”)

 Registration Statement on Form S-1 (File No. 333-165467) (the “Registration Statement”)

 Ladies and Gentlemen:

 As underwriters of the Company’s proposed public
offering of depositary shares representing common stock, we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 4:00 p.m. (Eastern Time) on March 10, 2011, or as
soon thereafter as is practicable.

 Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of
1933, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated February 18, 2011, through the date hereof:

Preliminary Prospectus dated February 18, 2011:

 15,915 copies to prospective Underwriters, institutional investors, dealers and others

 The undersigned advise that they have complied and will continue to comply, and that each of the participating underwriters has informed the undersigned that it has complied and agreed that it will
continue to comply, with Rule 15c2-8 under the Securities Exchange Act of 1934.

Very truly yours,

BARCLAYS CAPITAL INC.

DEUTSCHE BANK SECURITIES INC.

GOLDMAN, SACHS & CO.

As Representatives of the several Underwriters

By:

DEUTSCHE BANK SECURITIES INC.

By:

 /s/ John Reed

Name:

John Reed

Title:

Director

By:

 /s/ Frank Windels

Name:

Frank Windels

Title:

Director

CORRESP
1
filename1.htm

Correspondence

 JONES DAY

 SILICON VALLEY OFFICE   •   1755 EMBARCADERO ROAD   •   PALO ALTO, CALIFORNIA 94303

TELEPHONE: 650-739-3939   •   FACSIMILE: 650-739-3900

 February 3, 2011

OUR FILE NO. 697569-625001

 VIA EDGAR AND OVERNIGHT
DELIVERY

 Tim Buchmiller

Senior Attorney

 United States Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549-3030

Re:
MagnaChip Semiconductor LLC

Amendment No. 8 to Registration Statement on Form S-1

 Filed February 1, 2011

 File No. 333-165467

Dear Mr. Buchmiller:

This letter is submitted on behalf of MagnaChip Semiconductor LLC (the “Company”) to the staff of the Division of
Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”) to supplement our letter to the Staff dated February 1, 2011 regarding the filing of Amendment No. 8 to the
Company’s Registration Statement on Form S-1 filed February 1, 2011 under Registration No. 333-165467 (the “Registration Statement”).

 In order to provide the Staff with additional information for its review of Amendment No. 8 to the Registration Statement, the Company supplementally advises the Staff that the Company and the
underwriters presently estimate that the public offering price for the Company’s common stock (which will be sold in the form of depositary shares (the “Shares”)) will be $16.50 per Share, which is the midpoint of a preliminary range
of $15.00 to $18.00 per Share. This preliminary range may differ from the ultimate range used in the Company’s initial public offering (the “Offering”). The Company advises the Staff that the final range to be included in an
amendment to the Registration Statement will include a price range of no more than $2.00 or ten percent (10%) of the low end of the range unless otherwise approved by the Staff. The preliminary price range is based upon the outstanding common
units of the Company being converted into common stock in connection with the Company’s conversion to a corporation at the ratio of one (1) share of common stock for every eight (8) common units.

The Company and the underwriters anticipate that up to 90% of the Shares sold in the Offering will be sold by the selling stockholders.
However, the final level of participation in the Offering by selling stockholders has not yet been determined. The selling stockholders will participate in the offering on a pro rata basis based on the total number of shares desired to be sold by
each participating selling stockholder. Based on the total number of shares that selling stockholders have indicated a desire to sell in

 Tim Buchmiller

 United States Securities and Exchange Commission

 February 3, 2011

 Page
 2

the Offering, Avenue’s Shares will comprise 76.8% of the Shares to be sold by the selling stockholders. Assuming that 90% of the Shares in the Offering are sold by the selling stockholders,
Avenue’s shares will represent 69.1% of the total shares in the Offering.

 If you have any questions, please feel free to
contact the undersigned by telephone at 650-687-4147 (or by facsimile at 650-739-3900) or Stuart Ogg at 213-243-2365 (or by facsimile at 213-243-2539). Thank you for your cooperation and attention to this matter.

Very truly yours,

 Jones Day

/s/ Micheal Reagan

 Micheal Reagan

Partner

cc:
Julie Sherman, SEC

 Jay Webb,
SEC

 Louis Rambo, SEC

 John McFarland, MagnaChip Semiconductor

 Khoa D. Do, Jones Day

Stuart Ogg, Jones Day

 Kirk A. Davenport, III, Latham & Watkins LLP

 Keith Benson,
Latham & Watkins LLP

November 15, 2010

John McFarland, Esq. Senior Vice President, Gene ral Counsel and Secretary
c/o MagnaChip Semiconductor, Inc. 20400 Stevens Creek Boulevard, Suite 370 Cupertino, CA 95014
Re: MagnaChip Semiconductor LLC  Amendment No. 7 to Registra tion Statement on Form S-1
Filed November 4, 2010
 File No. 333-165467
 Dear Mr. McFarland:

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.

General

1. We have reviewed your response to prior comment 1.  Please expand your response to
indicate why you do not view for federal securities law purposes the entity formed after the “Corporate Conversion” as a new entity, an d any guarantee offered by such entity as a
new security.  Cite any authority upon wh ich you rely.  If you intend to file new
registration statements for th e guarantees offered by the entity into which the limited
liability company will merge at  the time of the “Corporate Conversion,” please tell us
when you intend to make such filings.
 Exhibit 1.1

 2. We will continue to evaluate your respons e to prior comment 4 when you file the
amendment and updated version of Exhibit 1.1 referenced in our  prior comment.

John McFarland, Esq. MagnaChip Semiconductor LLC November 15, 2010 Page 2

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
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
 You may contact Julie Sherman at (202) 551- 3640 or Jay Webb, Senior Accountant, at
(202) 551-3603 if you have any questions regardi ng comments on the financial statements and
related matters.  Please contact Louis Rambo at (202) 551-3289 or Tim Buchmiller, Senior Attorney, at (202) 551-3635 with any other questions.

Sincerely,

Russell Mancuso Branch Chief

cc (fax): Michael J. Reagan, Esq.
  Khoa D. Do, Esq.   W. Stuart Ogg, Esq.   Jones Day

October 29, 2010

John McFarland, Esq. Senior Vice President, Gene ral Counsel and Secretary
c/o MagnaChip Semiconductor, Inc. 20400 Stevens Creek Boulevard, Suite 370 Cupertino, CA 95014
Re: MagnaChip Semiconductor LLC  Amendment No. 6 to Registra tion Statement on Form S-1
Filed October 4, 2010
 File No. 333-165467
 Dear Mr. McFarland:

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.
 General

 1. We note that you registered the offering of  guarantees of securities on registration
statements 333-168790-09 and 333-168516-09.  Please tell us how you will address these
offerings upon the “Corporate Conversi on” mentioned in your document.
 Results of Operations, page 67

 2. We note the variances in your operating income (loss) from continuing operations and net
income (loss) during the periods presented.  Under separate capti ons, please expand your
disclosure to explain clearly to investors the reasons for th e variances in your operating
income (loss) from continuing operations and ne t income (loss) for th e periods presented.
Also disclose any known material trends affecting your ope rating income (loss) from
continuing operations and net income (los s) for the periods presented.  Refer to
Item 303(b) of Regulation S-K.

John McFarland, Esq. MagnaChip Semiconductor LLC
October 29, 2010 Page 2

Item 16.  Exhibits, page II-5

 3. Please revise your exhibit index to reference the specific prior filings where the exhibits
incorporated by reference were f iled.  We note, for example, that you appear to have filed
several exhibits incorporated by reference into this registration statement with an amended Form S-4 filed on October 14, 2010.  Refer to Regulation S-K Item 10(d).
 Exhibit 1.1

 4. We will continue to evaluate your June 16, 2010 responses to comments 1 and 3 from our letter dated June 4, 2010 when you file the amendment and updated version of Exhibit
1.1 mentioned in those responses.

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
adequate time for us to review any amendment prior to the requested effective date of the registration statement.

John McFarland, Esq. MagnaChip Semiconductor LLC October 29, 2010 Page 3

You may contact Julie Sherman at (202) 551- 3640 or Jay Webb, Senior Accountant, at
(202) 551-3603 if you have any questions regardi ng comments on the financial statements and
related matters.  Please contact Louis Rambo at (202) 551-3289 or Tim Buchmiller, Senior Attorney, at (202) 551-3635 with any other questions.

Sincerely,

Russell Mancuso Branch Chief

cc (fax): Michael J. Reagan, Esq.
  Khoa D. Do, Esq.   W. Stuart Ogg, Esq.   Jones Day

CORRESP
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filename1.htm

Acceleration Request

 MAGNACHIP SEMICONDUCTOR S.A.

MAGNACHIP SEMICONDUCTOR FINANCE COMPANY

 c/o MagnaChip Semiconductor S.A.

 74, rue de Merl

B.P. 709 L-2146 Luxembourg R.C.S.

 Luxembourg, B97483

 VIA EDGAR AND FACSIMILE

October 15, 2010

 Division of Corporation
Finance

 Mail Stop 3561

 United
States Securities and Exchange Commission

 100 F Street, N.E.,

 Washington, D.C. 20549

Attention:
Tim Buchmiller, Senior Attorney

Re:
Acceleration Request of MagnaChip Semiconductor S.A. (the “Company”) and MagnaChip Semiconductor Finance Company (the “Co-Issuer”, and together
with the Company, the “Issuers”) and the Guarantors ( as defined below)

Registration Statement of Form S-1 (File No. 333-168790)

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the Rules and Regulations of the
Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby request that the effective date of the above-referenced Registration
Statement be accelerated so that the Registration Statement, as then amended, will become effective under the Securities Act by 4:00 p.m. (Eastern Time) on Friday, October 15, 2010, or as soon thereafter as practicable.

The disclosure in the Registration Statement is the responsibility of the Issuers and the guarantors, listed on the Table of Additional
Registrants in the Registration Statement (the “Guarantors”). Each of the Issuers and the Guarantors acknowledge that staff comments or changes in response to staff comments in the disclosure in the Registration Statement may not be
asserted as a defense in any proceeding which may be brought by any person with respect to this matter. Each of the Issuers and the Guarantors also represent to the Commission that should the Commission or the staff acting pursuant to delegated
authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement and each of the Issuers and the Guarantors represent that they will not assert this
action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Each of the Issuers and the Guarantors further acknowledge that the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective does
not relieve the Issuers and the Guarantors from their full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement.

 Very truly yours,

MAGNACHIP SEMICONDUCTOR S.A.

MAGNACHIP SEMICONDUCTOR FINANCE COMPANY

By:

 /s/ John McFarland

By:

 /s/ Margaret Sakai

Name:

John McFarland

Name:

Margaret Sakai

Director

Title:

Chief Financial Officer

MAGNACHIP SEMICONDUCTOR LLC

MAGNACHIP SEMICONDUCTOR SA HOLDINGS LLC

By:

 /s/ Margaret Sakai

By:

 /s/ Margaret Sakai

Name:

Margaret Sakai

Name:

Margaret Sakai

Title:

Chief Financial Officer

Title:

Chief Financial Officer

MAGNACHIP SEMICONDUCTOR B.V.

MAGNACHIP SEMICONDUCTOR, INC. (USA)

By:

 /s/ John McFarland

By:

 /s/ Margaret Sakai

Name:

John McFarland

Name:

Margaret Sakai

Title:

Authorized Representative

Title:

Chief Financial Officer

MAGNACHIP SEMICONDUCTOR LTD (UNITED KINGDOM)

MAGNACHIP SEMICONDUCTOR LTD (HONG KONG)

By:

 /s/ John McFarland

By:

 /s/ Margaret Sakai

Name:

John McFarland

Name:

Margaret Sakai

Title:

Company Secretary

Title:

Director

By:

 /s/ Brent Rowe

Name:

Brent Rowe

Title:

Director

MAGNACHIP SEMICONDUCTOR LTD (TAIWAN)

MAGNACHIP SEMICONDUCTOR INC. (JAPAN)

By:

 /s/ Margaret Sakai

By:

 /s/ Margaret Sakai

Name:

Margaret Sakai

Name:

Margaret Sakai

Title:

Director

Title:

Director

MAGNACHIP SEMICONDUCTOR HOLDING COMPANY LIMITED

By:

 /s/ Margaret Sakai

Name:

Margaret Sakai

Title:

Chief Financial Officer

 Signature Page to S-1 Acceleration Request Letter

cc:
Micheal Reagan

 Stuart Ogg

CORRESP
1
filename1.htm

Acceleration Request

 MAGNACHIP SEMICONDUCTOR S.A.

MAGNACHIP SEMICONDUCTOR FINANCE COMPANY

 c/o MagnaChip Semiconductor S.A.

 74, rue de Merl

B.P. 709 L-2146 Luxembourg R.C.S.

 Luxembourg, B97483

 VIA EDGAR AND FACSIMILE

October 15, 2010

 Division of Corporation
Finance

 Mail Stop 3561

 United
States Securities and Exchange Commission

 100 F Street, N.E.,

 Washington, D.C. 20549

Attention:

Tim Buchmiller, Senior Attorney

Re:

Acceleration Request of MagnaChip Semiconductor S.A. (the “Company”) and MagnaChip Semiconductor Finance Company (the “Co-Issuer”, and together with the
Company, the “Issuers”) and the Guarantors (as defined below)

Registration Statement of Form S-4 (File No. 333-168516)

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the Rules and Regulations of the
Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby request that the effective date of the above-referenced Registration
Statement be accelerated so that the Registration Statement, as then amended, will become effective under the Securities Act by 4:00 p.m. (Eastern Time) on Friday, October 15, 2010, or as soon thereafter as practicable.

The disclosure in the Registration Statement is the responsibility of the Issuers and the guarantors, listed on the Table of Additional
Registrants in the Registration Statement (the “Guarantors”). Each of the Issuers and the Guarantors acknowledge that staff comments or changes in response to staff comments in the disclosure in the Registration Statement may not be
asserted as a defense in any proceeding which may be brought by any person with respect to this matter. Each of the Issuers and the Guarantors also represent to the Commission that should the Commission or the staff acting pursuant to delegated
authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement and each of the Issuers and the Guarantors represent that they will not assert this
action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Each of the Issuers and the Guarantors further acknowledge that the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective does
not relieve the Issuers and the Guarantors from their full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement.

 Very truly yours,

MAGNACHIP SEMICONDUCTOR S.A.

MAGNACHIP SEMICONDUCTOR FINANCE COMPANY

By:

 /s/ John McFarland

By:

 /s/ Margaret Sakai

Name:

John McFarland

Name:

Margaret Sakai

Director

Title:

Chief Financial Officer

MAGNACHIP SEMICONDUCTOR LLC

MAGNACHIP SEMICONDUCTOR SA HOLDINGS LLC

By:

 /s/ Margaret Sakai

By:

 /s/ Margaret Sakai

Name:

Margaret Sakai

Name:

Margaret Sakai

Title:

Chief Financial Officer

Title:

Chief Financial Officer

MAGNACHIP SEMICONDUCTOR B.V.

MAGNACHIP SEMICONDUCTOR, INC. (USA)

By:

 /s/ John McFarland

By:

 /s/ Margaret Sakai

Name:

John McFarland

Name:

Margaret Sakai

Title:

Authorized Representative

Title:

Chief Financial Officer

MAGNACHIP SEMICONDUCTOR LTD (UNITED KINGDOM)

MAGNACHIP SEMICONDUCTOR LTD (HONG KONG)

By:

 /s/ John McFarland

By:

 /s/ Margaret Sakai

Name:

John McFarland

Name:

Margaret Sakai

Title:

Company Secretary

Title:

Director

By:

 /s/ Brent Rowe

Name:

Brent Rowe

Title:

Director

MAGNACHIP SEMICONDUCTOR LTD (TAIWAN)

MAGNACHIP SEMICONDUCTOR INC. (JAPAN)

By:

 /s/ Margaret Sakai

By:

 /s/ Margaret Sakai

Name:

Margaret Sakai

Name:

Margaret Sakai

Title:

Director

Title:

Director

MAGNACHIP SEMICONDUCTOR HOLDING COMPANY LIMITED

By:

 /s/ Margaret Sakai

Name:

Margaret Sakai

Title:

Chief Financial Officer

 Signature Page to S-4 Acceleration Request Letter

cc:
Micheal Reagan

 Stuart Ogg

CORRESP
1
filename1.htm

Request to Withdraw Acceleration Request

 MAGNACHIP SEMICONDUCTOR S.A.

MAGNACHIP SEMICONDUCTOR FINANCE COMPANY

 c/o MagnaChip Semiconductor S.A.

 74, rue de Merl

B.P. 709 L-2146 Luxembourg R.C.S.

 Luxembourg, B97483

 VIA EDGAR AND FACSIMILE

October 13, 2010

 Division of Corporation
Finance

 Mail Stop 3561

 United
States Securities and Exchange Commission

 100 F Street, N.E.,

 Washington, D.C. 20549

 Attention: Tim Buchmiller, Senior Attorney

Re:
Request to Withdraw Acceleration Request of MagnaChip Semiconductor S.A. (the “Company”), MagnaChip Semiconductor Finance Company (the
“Co-Issuer”, and together with the Company, the “Issuers”) and the Guarantors (as defined below)

Registration Statement on Form S-4 (File No. 333-168516)

 Ladies and Gentlemen:

 Each of the Issuers and each of the guarantors listed on
the Table of Additional Registrants in the above-referenced Registration Statement (the “Guarantors”) hereby withdraws its prior request dated as of October 12, 2010 to accelerate the effective date of the above-referenced
Registration Statement. Thank you for the Staff’s cooperation in connection with this matter.

 [Remainder of Page
Intentionally Left Blank]

Very truly yours,

MAGNACHIP SEMICONDUCTOR S.A.

MAGNACHIP SEMICONDUCTOR FINANCE COMPANY

By:

 /s/ John McFarland

By:

 /s/ Margaret Sakai

Name:

John McFarland

Name:

Margaret Sakai

Title:

Director

Title:

Chief Financial Officer

MAGNACHIP SEMICONDUCTOR LLC

MAGNACHIP SEMICONDUCTOR SA HOLDINGS LLC

By:

 /s/ Margaret Sakai

By:

 /s/ Margaret Sakai

Name:

Margaret Sakai

Name:

Margaret Sakai

Title:

Chief Financial Officer

Title:

Chief Financial Officer

MAGNACHIP SEMICONDUCTOR B.V.

MAGNACHIP SEMICONDUCTOR, INC. (USA)

By:

 /s/ John McFarland

By:

 /s/ Margaret Sakai

Name:

John McFarland

Name:

Margaret Sakai

Title:

Authorized Representative

Title:

Chief Financial Officer

MAGNACHIP SEMICONDUCTOR LTD (UNITED KINGDOM)

MAGNACHIP SEMICONDUCTOR LTD (HONG KONG)

By:

 /s/ John McFarland

By:

 /s/ Margaret Sakai

Name:

John McFarland

Name:

Margaret Sakai

Title:

Company Secretary

Title:

Director

By:

 /s/ Brent Rowe

Name:

Brent Rowe

Title:

Director

MAGNACHIP SEMICONDUCTOR LTD (TAIWAN)

MAGNACHIP SEMICONDUCTOR INC. (JAPAN)

By:

 /s/ Margaret Sakai

By:

 /s/ Margaret Sakai

Name:

Margaret Sakai

Name:

Margaret Sakai

Title:

Director

Title:

Director

MAGNACHIP SEMICONDUCTOR HOLDING COMPANY LIMITED

By:

 /s/ Margaret Sakai

Name:

Margaret Sakai

Title:

Chief Financial Officer

 Signature Page to S-4 Request to Withdraw Acceleration Request Letter

cc:
Micheal Reagan

Stuart Ogg

CORRESP
1
filename1.htm

Request to Withdraw Acceleration Request

 MAGNACHIP SEMICONDUCTOR S.A.

MAGNACHIP SEMICONDUCTOR FINANCE COMPANY

 c/o MagnaChip Semiconductor S.A.

 74, rue de Merl

B.P. 709 L-2146 Luxembourg R.C.S.

 Luxembourg, B97483

 VIA EDGAR AND FACSIMILE

October 13, 2010

 Division of Corporation
Finance

 Mail Stop 3561

 United
States Securities and Exchange Commission

 100 F Street, N.E.,

 Washington, D.C. 20549

 Attention: Tim Buchmiller, Senior Attorney

Re:
Request to Withdraw Acceleration Request of MagnaChip Semiconductor S.A. (the “Company”), MagnaChip Semiconductor Finance Company (the
“Co-Issuer”, and together with the Company, the “Issuers”) and the Guarantors ( as defined below)

Registration Statement on Form S-1 (File No. 333-168790)

 Ladies and Gentlemen:

 Each of the Issuers and each of the guarantors listed on
the Table of Additional Registrants in the above-referenced Registration Statement (the “Guarantors”) hereby withdraws its prior request dated as of October 12, 2010 to accelerate the effective date of the above-referenced
Registration Statement. Thank you for the Staff’s cooperation in connection with this matter.

 [Remainder of Page
Intentionally Left Blank]

 Very truly yours,

MAGNACHIP SEMICONDUCTOR S.A.

MAGNACHIP SEMICONDUCTOR FINANCE COMPANY

By:

 /s/ John McFarland

By:

 /s/ Margaret Sakai

Name:

John McFarland

Name:

Margaret Sakai

Director

Title:

Chief Financial Officer

MAGNACHIP SEMICONDUCTOR LLC

MAGNACHIP SEMICONDUCTOR SA HOLDINGS LLC

By:

 /s/ Margaret Sakai

By:

 /s/ Margaret Sakai

Name:

Margaret Sakai

Name:

Margaret Sakai

Title:

Chief Financial Officer

Title:

Chief Financial Officer

MAGNACHIP SEMICONDUCTOR B.V.

MAGNACHIP SEMICONDUCTOR, INC. (USA)

By:

 /s/ John McFarland

By:

 /s/ Margaret Sakai

Name:

John McFarland

Name:

Margaret Sakai

Title:

Authorized Representative

Title:

Chief Financial Officer

MAGNACHIP SEMICONDUCTOR LTD (UNITED KINGDOM)

MAGNACHIP SEMICONDUCTOR LTD (HONG KONG)

By:

 /s/ John McFarland

By:

 /s/ Margaret Sakai

Name:

John McFarland

Name:

Margaret Sakai

Title:

Company Secretary

Title:

Director

By:

 /s/ Brent Rowe

Name:

Brent Rowe

Title:

Director

MAGNACHIP SEMICONDUCTOR LTD (TAIWAN)

MAGNACHIP SEMICONDUCTOR INC. (JAPAN)

By:

 /s/ Margaret Sakai

By:

 /s/ Margaret Sakai

Name:

Margaret Sakai

Name:

Margaret Sakai

Title:

Director

Title:

Director

MAGNACHIP SEMICONDUCTOR HOLDING COMPANY LIMITED

By:

 /s/ Margaret Sakai

Name:

Margaret Sakai

Title:

Chief Financial Officer

 Signature Page to S-1 Request to Withdraw Acceleration Request Letter

cc:
Micheal Reagan

 Stuart Ogg

CORRESP
1
filename1.htm

Acceleration Request

 MAGNACHIP SEMICONDUCTOR S.A.

MAGNACHIP SEMICONDUCTOR FINANCE COMPANY

 c/o MagnaChip Semiconductor S.A.

 74, rue de Merl

B.P. 709 L-2146 Luxembourg R.C.S.

 Luxembourg, B97483

 VIA EDGAR AND FACSIMILE

October 12, 2010

 Division of Corporation
Finance

 Mail Stop 3561

 United
States Securities and Exchange Commission

 100 F Street, N.E.,

 Washington, D.C. 20549

 Attention:       Tim Buchmiller, Senior
Attorney

Re:
Acceleration Request of MagnaChip Semiconductor S.A. (the “Company”)

and MagnaChip Semiconductor Finance Company (the “Co-Issuer”, and

together with the Company, the “Issuers”) and the Guarantors (as defined below)

Registration Statement of Form S-4 (File No. 333-168516)

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the Rules and Regulations of the
Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby request that the effective date of the above-referenced Registration
Statement be accelerated so that the Registration Statement, as then amended, will become effective under the Securities Act by 2:00 p.m. (Eastern Time) on Wednesday, October 13, 2010, or as soon thereafter as practicable.

The disclosure in the Registration Statement is the responsibility of the Issuers and the guarantors, listed on the Table of Additional
Registrants in the Registration Statement (the “Guarantors”). Each of the Issuers and the Guarantors acknowledge that staff comments or changes in response to staff comments in the disclosure in the Registration Statement may not be
asserted as a defense in any proceeding which may be brought by any person with respect to this matter. Each of the Issuers and the Guarantors also represent to the Commission that should the Commission or the staff acting pursuant to delegated
authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement and each of the Issuers and the Guarantors represent that they will not assert this
action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Each of the Issuers and the Guarantors further acknowledge that the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective does
not relieve the Issuers and the Guarantors from their full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement.

 Very truly yours,

MAGNACHIP SEMICONDUCTOR S.A.

MAGNACHIP SEMICONDUCTOR FINANCE COMPANY

By:

/s/ John McFarland

By:

/s/ Margaret Sakai

 Name: John McFarland

Title: Director

 Name: Margaret Sakai

Title: Chief Financial Officer

MAGNACHIP SEMICONDUCTOR LLC

MAGNACHIP SEMICONDUCTOR SA HOLDINGS LLC

By:

/s/ Margaret Sakai

By:

/s/ Margaret Sakai

 Name: Margaret Sakai

Title: Chief Financial Officer

 Name: Margaret Sakai

Title: Chief Financial Officer

MAGNACHIP SEMICONDUCTOR B.V.

MAGNACHIP SEMICONDUCTOR, INC. (USA)

By:

/s/ John McFarland

By:

/s/ Margaret Sakai

 Name: John McFarland

Title: Authorized Representative

 Name: Margaret Sakai

Title: Chief Financial Officer

MAGNACHIP SEMICONDUCTOR LTD (UNITED KINGDOM)

MAGNACHIP SEMICONDUCTOR LTD (HONG KONG)

By:

/s/ John McFarland

By:

/s/ Margaret Sakai

 Name: John McFarland

Title: Company Secretary

 Name: Margaret Sakai

Title: Director

By:

/s/ Brent Rowe

 Name: Brent Rowe

Title: Director

MAGNACHIP SEMICONDUCTOR LTD (TAIWAN)

MAGNACHIP SEMICONDUCTOR INC. (JAPAN)

By:

/s/ Margaret Sakai

By:

/s/ Margaret Sakai

 Name: Margaret Sakai

Title: Director

 Name: Margaret Sakai

Title: Director

MAGNACHIP SEMICONDUCTOR HOLDING COMPANY LIMITED

By:

/s/ Margaret Sakai

 Name: Margaret Sakai

Title: Chief Financial Officer

 Signature Page to S-4 Acceleration Request Letter

cc:
Micheal Reagan

 Stuart Ogg

CORRESP
1
filename1.htm

Acceleration Request

 MAGNACHIP SEMICONDUCTOR S.A.

MAGNACHIP SEMICONDUCTOR FINANCE COMPANY

 c/o MagnaChip Semiconductor S.A.

 74, rue de Merl

B.P. 709 L-2146 Luxembourg R.C.S.

 Luxembourg, B97483

 VIA EDGAR AND FACSIMILE

October 12, 2010

 Division of Corporation
Finance

 Mail Stop 3561

 United
States Securities and Exchange Commission

 100 F Street, N.E.,

 Washington, D.C. 20549

 Attention:       Tim Buchmiller, Senior
Attorney

Re:
Acceleration Request of MagnaChip Semiconductor S.A. (the “Company”) and

MagnaChip Semiconductor Finance Company (the “Co-Issuer”, and together with

the Company, the “Issuers”) and the Guarantors ( as defined below)

Registration Statement of Form S-1 (File No. 333-168790)

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the Rules and Regulations of the
Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby request that the effective date of the above-referenced Registration
Statement be accelerated so that the Registration Statement, as then amended, will become effective under the Securities Act by 2:00 p.m. (Eastern Time) on Wednesday, October 13, 2010, or as soon thereafter as practicable.

The disclosure in the Registration Statement is the responsibility of the Issuers and the guarantors, listed on the Table of Additional
Registrants in the Registration Statement (the “Guarantors”). Each of the Issuers and the Guarantors acknowledge that staff comments or changes in response to staff comments in the disclosure in the Registration Statement may not be
asserted as a defense in any proceeding which may be brought by any person with respect to this matter. Each of the Issuers and the Guarantors also represent to the Commission that should the Commission or the staff acting pursuant to delegated
authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement and each of the Issuers and the Guarantors represent that they will not assert this
action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Each of the Issuers and the Guarantors further acknowledge that the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective does
not relieve the Issuers and the Guarantors from their full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement.

 Very truly yours,

MAGNACHIP SEMICONDUCTOR S.A.

MAGNACHIP SEMICONDUCTOR FINANCE COMPANY

By:

/s/ John McFarland

By:

/s/ Margaret Sakai

 Name: John McFarland

Title: Director

 Name: Margaret Sakai

Title: Chief Financial Officer

MAGNACHIP SEMICONDUCTOR LLC

MAGNACHIP SEMICONDUCTOR SA HOLDINGS LLC

By:

/s/ Margaret Sakai

By:

/s/ Margaret Sakai

 Name: Margaret Sakai

Title: Chief Financial Officer

 Name: Margaret Sakai

Title: Chief Financial Officer

MAGNACHIP SEMICONDUCTOR B.V.

MAGNACHIP SEMICONDUCTOR, INC. (USA)

By:

/s/ John McFarland

By:

/s/ Margaret Sakai

 Name: John McFarland

Title: Authorized Representative

 Name: Margaret Sakai

Title: Chief Financial Officer

MAGNACHIP SEMICONDUCTOR LTD (UNITED KINGDOM)

MAGNACHIP SEMICONDUCTOR LTD (HONG KONG)

By:

/s/ John McFarland

By:

/s/ Margaret Sakai

 Name: John McFarland

Title: Company Secretary

 Name: Margaret Sakai

Title: Director

By:

/s/ Brent Rowe

 Name: Brent Rowe

Title: Director

MAGNACHIP SEMICONDUCTOR LTD (TAIWAN)

MAGNACHIP SEMICONDUCTOR INC. (JAPAN)

By:

/s/ Margaret Sakai

By:

/s/ Margaret Sakai

 Name: Margaret Sakai

Title: Director

 Name: Margaret Sakai

Title: Director

MAGNACHIP SEMICONDUCTOR HOLDING COMPANY LIMITED

By:

/s/ Margaret Sakai

 Name: Margaret Sakai

Title: Chief Financial Officer

 Signature Page to S-1 Acceleration Request Letter

cc:
Micheal Reagan

 Stuart Ogg

August 26, 2010

John McFarland Senior Vice President, Gene ral Counsel and Secretary
c/o MagnaChip Semiconductor, Inc. 20400 Stevens Creek Boulevard, Suite 370 Cupertino, CA  95014
Re: MagnaChip Semiconductor S.A.
  Registration Statement on Form S-4
Filed August 4, 2010
  File No. 333-168516

Dear Mr. McFarland:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  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 letter by amending your registration statement and providing the
requested information.  Where 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.
 Resales of New Notes, page 213

 1. It appears you are registering the exchange of Senior Notes in re liance on our position
enunciated in Exxon Capital Holdings Cor p., SEC No-Action Letter (April 13, 1989).
See
 also Morgan Stanley & Co. Inc., SEC No-Act ion Letter (June 5, 1991) and Shearman
& Sterling, SEC No-Action Letter (July 2, 1993).  Accordingly, with the next
amendment, please provide us with a supplem ental letter stating th at you are registering
the exchange offer in reliance on our position contained in these le tters, identifying such
letters, and include the representations cont ained in the Morgan Stanley and Shearman &
Sterling no-action letters.
 2. We note from your disclosure on page 156 that Avenue purchased $35 million of the $250 million Senior Notes you issued and that Av enue is your affiliate.  Given that you
are registering the exchange of the entire $250 million Senior Note s, it appears that
Avenue intends on participating in that exchange.  If so, please tell us how such participation by Avenue is consistent with the no-action letters on which you intend to

John McFarland
MagnaChip Semiconductor, Inc.
August 26, 2010 Page 2

rely.  If, instead, Avenue will not partic ipate in the exchange, please revise your
registration statement fee table and your disclosure to elim inate any implication to the
contrary, including your disc losure in the fi rst bullet of this section.

Financial Statements, page F-1

3. Please update your financial statements to comp ly with the requirements of Rule 3-12 of
Regulation S-X.  Also, all amendments s hould contain a currently dated accountant’s
consent.
 Item 21.  Exhibits, page II-2

 4. We note that you have requested confidential treatment for portions of exhibits to your registration statement.   We will review  and provide any comments on your request
separately.  Please resolve all comments regarding your request prior to requesting
effectiveness of this regi stration statement.

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

John McFarland
MagnaChip Semiconductor, Inc. August 26, 2010 Page 3

public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
 You may contact Julie Sherman at (202) 551-3640 or Jay Webb, Reviewing Accountant,
at (202) 551-3603 if you have questions regard ing comments on the financial statements and
related matters.  Please cont act Geoff Kruczek at (202) 551- 3641 or Tim Buchmiller at (202)
551-3635 with any other questions.
Sincerely,

Russell Mancuso Branch Chief
 cc (via facsimile): Micheal J. Reagan—Jones Day

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

DIVISION OF
CORPORATION FINANCE
Mail Stop 3030

        June 4, 2010  John McFarland, Esq. Senior Vice President, Gene ral Counsel and Secretary
c/o MagnaChip Semiconductor, Inc. 20400 Stevens Creek Boulevard, Suite 370 Cupertino, CA  95014
Re: MagnaChip Semiconductor LLC
Amendment No. 4 to Registrati on Statement on Form S-1
Filed June 3, 2010
  File No. 333-165467

Dear Mr. McFarland:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
We welcome any questions you may have  about our comments or any other
aspect of our review.  Feel fr ee to call us at the telephone numbe rs listed at the end of this
letter.  1. We note from your response to our comme nts that the “Corporate Conversion”
mentioned in your document will not be completed until the date this registration statement is declared effective.  Please confirm that you intend to file a full amendment to this registration statement after completion of the corporate
conversion and prior to effectiveness,  which amendment will include on the
facing page the name of the i ssuer of the securitie s to be sold and the signatures of
the registrant and all appropria te officers and directors.

John McFarland, Esq.
c/o Magnachip Semiconductor, Inc.
June 4, 2010 Page 2  Principal and Selling Stockholders, page 140

 2. We note your revisions in response to prio r comment 2.  Please revise to clearly
identify the natural persons who have or  share voting and/or dispositive powers
with respect to the shares to be offered and sold by each entity in your table that is not a publicly traded entity.  As exampl es, we note that no such natural persons
appear to be identified for Caspian Capital, Mariner LDC and Deep Value Hedged Income.
 Exhibit 1.1

 3. We will continue to evaluate your respons e to prior comment 5 after you file the
updated version of Exhibit 1.1.
 Exhibits 5.1 and 8.1

 4. We reissue prior comment 6 to the ex tent that the proposed Exhibit 5.1 you
provided still references “charter documents  . . . to be in effect upon completion
of the Corporate Conversion.”
 5. We will continue to evaluate your respons e to prior comment 8 after you file an
opinion of counsel that the deposit agreemen t is a legal, bindi ng obligation of the
depositary.
 6. We note your response to prior comment 9.  If the disclosures you note in your
response to prior comment 9 represent counsel’s opinion, then  please file an
opinion that states so clearl y and directly.  For example,  please revise to indicate
that the statements of law or legal c onclusions in the referenced sections
constitute the opinion of DLA Piper LLP (US).

*  *  *  *  *  *  *

As appropriate, please amend your regist ration 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 cove r letter with your amendment that keys your
responses to our comments and provides any requested 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 urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in

John McFarland, Esq.
c/o Magnachip Semiconductor, Inc. June 4, 2010 Page 3  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 addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
You may contact Julie Sherman at ( 202) 551-3640 or Jay Webb, at (202) 551-
3603 if you have questions regarding comments on the financial statements and related
matters.  Please contact Geoffrey Kruczek at (202) 551-3641 or me at (202) 551-3635 with any other questions.

     S i n c e r e l y ,
        T i m  B u c h m i l l e r          S e n i o r  A t t o r n e y   cc (via fax): Micheal J. Reagan, Esq.—DLA Piper LLP   Khoa D. Do, Esq.—DLA Piper LLP
  Peter M. Astiz, Esq.—DLA Piper LLP

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

DIVISION OF
CORPORATION FINANCE
Mail Stop 3030

        May 28, 2010  John McFarland, Esq. Senior Vice President, Gene ral Counsel and Secretary
c/o MagnaChip Semiconductor, Inc. 20400 Stevens Creek Boulevard, Suite 370 Cupertino, CA  95014
Re: MagnaChip Semiconductor LLC
Amendment No. 3 to Registrati on Statement on Form S-1
Filed May 21, 2010
  File No. 333-165467

Dear Mr. McFarland:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
We welcome any questions you may have  about our comments or any other
aspect of our review.  Feel fr ee to call us at the telephone numbe rs listed at the end of this
letter.  Corporate Information, page 5

 1.      Please expand your revisions added in response to prior comment 2 to disclose that Avenue has the right to appoint a majority of your board of directors.
 Risk Factors, page 16

 2. We will continue to evaluate your response to prior comment 3 after you
complete the blanks in your documen t, including the table on page 142.

John McFarland, Esq.
c/o MagnaChip Semiconductor, Inc.
May 28, 2010 Page 2  Liquidity and Capital Resources, page 90

 3.       Please expand your revisions added in res ponse to prior comment 11 to clarify
what “market conditions” and what about  your “capital structure” led you to
conduct the notes offering.  It is unclear how the reas ons you cite relate to your
decision to offer and sell the notes, given the “principal purpose” of the offering,
the terms of the notes as compared to your  term loan and the impact it had on the
amount of your debt outstanding.  Also, please clarify the rationale for the distribution to your unitholde rs given your indebtedness prior to the note offering
and your recent bankruptcy proceeding.
 Customers, page 113

 4. Please expand your revisions added in response to prior comment 13 to disclose the percentage of sales by your Display Solutions segment attributable to LG
Display.  See Item 101(c)(1)( vii) of Regulation S-K.
 Exhibit 1.1

 5. Please file an updated version of this e xhibit that reflects changes you make to
your registration statement.  We note, for example, the blank spaces in
Schedule II.  When you file that updated version, please also include all missing
or blank attachments, including Schedule IV(b), Annex I(a)-(d), Annex II and
Annex III.
 Exhibits 5.1 and 8.1

 6. The opinion you file pursuant to Item 601(b)(5) of Regulation S-K should not
assume any material facts underlying the opinion.  We note, for example, that
counsel appears to assume in each of the first three paragraphs that the conversion
of MagnaChip Semiconductor LLC into MagnaChip Semiconductor Corporation will occur.  Please file a revised opin ion prior to requesting acceleration of
effectiveness of the registration statement that does not assume that the corporate
conversion has taken place.
 7. With reference to the assumptions that appear in the last two sentence of the
second paragraph on page 1, it is inappropriate  to shift the burden of these factual
matters to investors when those matters  could be readily obtained through an
officers' certificate.  Please revise.
 8. With respect to the opinion expressed in  clause (iii) of th e last paragraph on
page 1, please file an opinion which also  opines that the Deposit Agreement is a
legal, binding obligation of the registrant .  Since the Depositary Shares are being
issued pursuant to the Deposit Agreement, and the Depositary is also a necessary

John McFarland, Esq.
c/o MagnaChip Semiconductor, Inc.
May 28, 2010 Page 3
co-party to that agreement, please also file an opinion of the appropriate counsel
that opines that the Deposit Agreemen t is a legal, binding obligation of the
Depositary, or provide us with an expl anation as to why such opinion is not
appropriate.
 9. Refer to the first paragraph on page 2.  The opinion you file pursuant to
Item 601(b)(8) of Regulation S-K must include counsel’s opinion regarding
material tax consequences.  Your curr ent opinion appears to only opine that
disclosure is an “accurate summary,” not th at the disclosure is counsel’s opinion.
Please file a revised opinion.  Ensure th at such opinion addresses each discussion
of the tax matters being opined upon.  We note, for example, that this exhibit does not include the tax discussion menti oned in the risk factor on page 33.
 10. In view of the statement that the opinion is rendered “as of the date hereof” and
disclaimer regarding subsequent changes to law or fact, please file a revised
opinion on the date you expect th is registration statement to be declared effective.
Alternatively, file a revised opinion without the disclaimer.

*  *  *  *  *  *  *

As appropriate, please amend your regist ration 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 cove r letter with your amendment that keys your
responses to our comments and provides any requested 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 urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  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.     In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

John McFarland, Esq.
c/o MagnaChip Semiconductor, Inc. May 28, 2010 Page 4
You may contact Julie Sherman at ( 202) 551-3640 or Jay Webb, at (202) 551-
3603 if you have questions regarding comments on the financial statements and related
matters.  Please contact Geoffrey Kruczek at (202) 551-3641 or me at (202) 551-3635 with any other questions.

     S i n c e r e l y ,
        T i m  B u c h m i l l e r          S e n i o r  A t t o r n e y   cc (via fax): Micheal J. Reagan, Esq.—DLA Piper LLP   Khoa D. Do, Esq.—DLA Piper LLP   Peter M. Astiz, Esq.—DLA Piper LLP

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

DIVISION OF
CORPORATION FINANCE
Mail Stop 3030

        May 18, 2010  John McFarland, Esq. Senior Vice President, Gene ral Counsel and Secretary
c/o MagnaChip Semiconductor, Inc. 20400 Stevens Creek Boulevard, Suite 370 Cupertino, CA  95014
Re: MagnaChip Semiconductor LLC
Amendment No. 2 to Registrati on Statement on Form S-1
Filed May 11, 2010
  File No. 333-165467

Dear Mr. McFarland:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
We welcome any questions you may have  about our comments or any other
aspect of our review.  Feel fr ee to call us at the telephone numbe rs listed at the end of this
letter.
Prospectus Summary, page 1

1.      Please tell us the reasons for the change s to the second paragraph of italicized
text.  Also tell us exactly wh en “prior to the closing of  this offering” you intend to
complete the corporate conversion.  If  you do not intend to complete that
transaction prior to effectiveness of this  registration statement, please tell us:

• Which provisions of the governing documents of MagnaChip
Semiconductor LLC permit it to issue shares of common stock;

John McFarland, Esq.
c/o Magnachip Semiconductor, Inc.
May 18, 2010 Page 2
• How counsel will provide an unqualified opinion prior to effectiveness as
required by Item 601(b)(5) of Regula tion S-K as to an issuance of
common stock by a limited liability company;

• Whether you believe MagnaChip Semiconductor LLC will have a
continuing reporting obligation pursuan t to Exchange Act Section 15(d)
and your analysis supporti ng your conclusions; and

• Whether you believe you will be requ ired to comply with the proxy or
information statement rules in conne ction with the corporate conversion,
given that it appears a class of your securities will be registered pursuant
to Exchange Act Section 12.

Corporate Information, page 5

 2.    Please expand your revisions added in re sponse to prior comment 5 to clarify
whether Avenue’s “investments” also i nvolve managing and operating the issuers
of the securities it acquires.  Also revise  to highlight for investors its financial
interests in each of the transact ions mentioned in your document.
 Risk Factors, page 16

 3. We will continue to evaluate your response to prior comment 7 after you
complete the blanks in your documen t, including the table on page 135.

4.        Regarding your response to prior comment 35:

• Please tell us when you intend to file the opinion required by
Item 601(b)(8) of Regulation S-K; and

• Given your revised disclosure on pages 156 and 157, please add
appropriate risk factors regarding th e uncertain tax consequences you note
on those pages as well as the risk that  investors in this offering may be
subject to taxes.

Selected Historical Consolidated Fi nancial and Operating Data, page 40

 5. We note that you refer to certain periods as audited and certain other periods as
unaudited.  We note a similar presentation on page 41.  Since it appears that none
of the information is audited, please remove this reference.  If true, you may disclose that a particular period(s) amounts and balances were derived from
audited financial statements.

John McFarland, Esq.
c/o Magnachip Semiconductor, Inc.
May 18, 2010 Page 3  Unaudited Pro Forma Consolidated Financial Information, page 48

 Notes to the Unaudited Pro Forma Consolidat ed Financial Information as of March 31,
2010 and for the Three Months Ended March 31, 2010, page 53
 6. Reference is made to adjustment (1).  We see that this is a non-recurring
adjustment.  Please tell us how you determin ed that this adjust ment is directly
related to the transaction and expected to have a continuing impact.  Refer to
Rule 11-02(b)(6) of Regulation S-X.  We note that non-recurring adjustments that
Article 11 of Regulation S-X does not permitted to be reflected in pro forma income statements can be disclosed in the footnotes thereto.
 7. Reference is made to adjustments (4) and (8).  We will review pro forma earnings per share and your adjustment to refl ect the change in capitalization when
provided.
 Notes to the Unaudited Pro Forma Consolidated Financial Information for the Twelve
Month Period Ended December 31, 2009, page 55
 8. Reference is made to adjustment (1).   Please revise to provide a tabular
presentation that nets to the adjustme nt presented on you pro forma statement of
operations.
 9. Reference is made to adjustment (2).  As similarly noted above, this appears to be
a non-recurring adjustment, please tell us how you determined such adjustment was appropriate based upon Rule 11-02(b)(6) of Regulation S-X.
 Management’s Discussion and Analysis . . ., page 57

Overview, page 57

10.       Please expand your revisions added in res ponse to prior comment 11 to disclose,
if true, that the performance of your products is not necessarily dependent on
geometry, as stated in your response to prior comment 32 in your letter dated April 20, 2010.
 Liquidity and Capital Resources, page 84

 11.     Please disclose the reasons for incurring indebtedness to fund the distribution to
your unitholders.  For example, did this di stribution satisfy a contractual or other
obligation.

John McFarland, Esq.
c/o Magnachip Semiconductor, Inc.
May 18, 2010 Page 4  Mobile Display Solutions, page 100

 12.      Your revisions added in response to pr ior comment 16 refer only to actions you
have taken to reduce die sizes, but do not clarify how you do not also move to smaller geometry processes.  Therefore, we reissue prior comment 16.
 Customers, page 106

 13.       We note from your revisions in response to prior comment 17 that 20% and 26%
of your “net sales” were attr ibutable to LG Display.  Re vise to clarify whether the
percentage net sales to which you refer is  a percentage of your consolidated net
sales or a percentage of your net sales for your Display Solutions segment.

Directors and Executive Officers, page 109

14. Please indicate when Mr. Elkins started serv ing on the board of directors of Vertis
and Milacron.  If Mr. Elkins was elected to either of those boards in connection
with reorganizations or refinancings involving affiliates of Avenue and was
elected to those boards due to his pos ition with Avenue, please disclose.
 15. Given your response to prior comment 18, plea se revise to provide the risk factor
disclosure requested in prior commen t 54 in our letter dated April 9, 2010.
 Assessment of Risk, page 113

 16.       Please expand your revisions in response to prior comment 21 to clarify who
reached the conclusions expressed here.  For example, did management reach
those conclusions without input from your board or did you board review and
concur with management’s conclusion s following management’s assessment?

Summary Compensation Table, page 121

17. We note your revisions in response to prior comment 29.  If the $176,000
payment to Mr. Rowe was moved from the “Bonus” column to the “Salary” column, as indicated by note 11, then pl ease clarify why the numbers in those
columns did not change by $176,000.

*  *  *  *  *  *  *

As appropriate, please amend your regist ration 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 cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover

John McFarland, Esq.
c/o Magnachip Semiconductor, Inc. May 18, 2010 Page 5  letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
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 all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  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.     In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
You may contact Julie Sherman at ( 202) 551-3640 or Jay Webb, at (202) 551-
3603 if you have questions regarding comments on the financial statements and related
matters.  Please contact Geoffrey Kruczek at (202) 551-3641 or me at (202) 551-3635 with any other questions.

     S i n c e r e l y ,

        T i m  B u c h m i l l e r          S e n i o r  A t t o r n e y   cc (via fax): Micheal J. Reagan, Esq.—DLA Piper LLP   Khoa D. Do, Esq.—DLA Piper LLP   Peter M. Astiz, Esq.—DLA Piper LLP

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

DIVISION OF
CORPORATION FINANCE
Mail Stop 3030

        May 4, 2010  John McFarland, Esq. Senior Vice President, Gene ral Counsel and Secretary
c/o MagnaChip Semiconductor, Inc. 20400 Stevens Creek Boulevard, Suite 370 Cupertino, CA  95014
Re: MagnaChip Semiconductor LLC
Amendment No. 1 to Registrati on Statement on Form S-1
Filed April 20, 2010
  File No. 333-165467

Dear Mr. McFarland:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
We welcome any questions you may have  about our comments or any other
aspect of our review.  Feel fr ee to call us at the telephone numbe rs listed at the end of this
letter.  1.      While we do not necessarily agree or disagr ee with your analysis in response to
prior comment 2, we do not object to your registration of the offering of the depositary shares at this time.  Please note that we may have further comments on
this issue once we have review ed the Deposit Agreement.
 2.    While we do not necessarily agree or disagr ee with your analysis in response to
prior comment 3, we do not have any further comments on the issues raised by that comment at this time.

John McFarland, Esq.
c/o Magnachip Semiconductor, Inc.
May 4, 2010 Page 2  Prospectus Cover Page

 3.       We note your response to prior comment 6.  Please expand to clarify when each
of the securities you mention will be quoted.  For example, disclose, if true, that
the depositary shares will be quoted only until they are cancelled and that the
common stock will not be quoted until the depositary shares are cancelled.
 Overview, page 1

 4.    Please expand your response to prior comme nt 11 to clarify how the factors you
cite are “objective” such th at it is appropriate to identify the customers you
mention in your summary.
 Corporate Information, page 5

 5.       Please expand your revisions added in res ponse to prior comment 18 to clarify
what is meant by your disclosure that Av enue and its affiliates “specialize in
distressed and undervalued securities.”
 6.       Please refer to our prior comment 17. We see from your response that you intend
to present pro forma information at the time the estimated price range is provided
in the prospectus. Please tell us how you pl an to revise the pro forma information
currently presented on page F-4. We will review your revised pro forma information and disclosures when provi ded and may have further comment.
 Risk Factors, page 17

 7.       We will evaluate your response to prior comment 19 after you complete the
blanks in your document, including the blanks on page 125.
 If our Korean subsidiary . . ., page 27

 8.       We note your revisions added in response to prior comment 23.  Please expand to
clarify the nature of the “costly co mpliance” measures you mention and how
those measures “could” adversely affect your business.  For example, you refer to reducing energy consumption; does that mean you will be required to reduce your
operations or change your ma nufacturing processes?
 Our level of indebtedness . . ., page 29

 9.     Please expand the third bullet point to clarify the amount of your borrowings that
are at a variable rate of interest.  Also tell us why those variable-rate borrowings do not appear to be discussed in your  disclosure on pages 79 and 141.

John McFarland, Esq.
c/o Magnachip Semiconductor, Inc.
May 4, 2010 Page 3  Dilution, page 38

 10.      We see that your pro forma net tangible book value per share gi ves effect to the
offering. Please tell us and revi se the disclosures in this section to clearly indicate
how you plan to reflect the impact of th e distribution in your determination of
dilution per share to new investors.
 Management’s Discussion and Analysis . . ., page 55

 Overview, page 55

 11.       Please disclose the substance of your response to prior comment 32.
 Recent Changes to Our Business, page 57

 12.    We note your revisions in response to pr ior comment 34.  Please clarify how the
actions you mention “reduced [y]our costs and improved our margins,” given that your disclosure on pages 68 and 69 indi cates that your cost and margin
improvements relate to factors othe r than those you mention here.
 13.    Please clarify that your recent debt o ffering, which quadrupled your outstanding
indebtedness, will have the effect of increasing your interest expenses in future periods.  Quantify this known trend to the extent practicab le and discuss any
known trends that your increased interest expenses will have on your net income/losses.
 Liquidity and Capital Resources, page 76

 14.     Please clarify here, under your new risk factor which begins on page 29 and on
page 142 under “Covenants,” if true, that  your current ratings on your debt are
below investment grade.  Also, it appear s that your debt was already rated below
investment grade prior to your recent o ffering in April 2010.  Since that offering
had the effect of quadrupling your outsta nding indebtedness, please include any
known trends in your credit ratings.
 Contractual Obligations, page 78

 15.      We note your response to prior comment 41.  Please revise this section to clarify
how the table in your disclosure has cha nged as a result of the notes offering you
mention.  Also revise your discussion  on page 76 to clarify the operational
purpose of that offering.  It is unclear from your disclosure why you replaced your
prior debt with the notes, pa rticularly since a primary purpose of that note offering
was to provide a distribution to your unit hol ders and that a signi ficant portion of
the proceeds were received from  your largest unit holder.

John McFarland, Esq.
c/o Magnachip Semiconductor, Inc.
May 4, 2010 Page 4  Large Display Solutions, page 90

 16.       It remains unclear from your revisions added in response to prior comment 45
how you reduce die sizes in your mobile display solutions without moving to
smaller geometry processes.  Therefore, we reissue the portion of prior comment 45 which requested such disclosure.
 Customers, page 97

 17.       Regarding your response to prior comment 50:

• It remains unclear from your disc losure whether the information you
present regarding sales to LG Display is on a consolidated basis or for a
single segment.  Please revise, and ensu re that your disclosure includes the
identity of each customer who accounts for more than 10% of the sales for each segment and whose loss would ma terially impact your business;

• If you continue to highlight your relationships with “leading innovators”
like Samsung and Sharp, as you do on page 86, and that Samsung and
Sharp account for a substantial porti on of your revenues, as you indicate
on page 84, then please tell us how you concluded that investors can
assess the relative signif icance of those customers without disclosure of
the specific percentage of sales attr ibutable to those customers; and

• Please clarify how the relationships you mention “were . . . adversely
impacted” by your reorganization proceedings.
 Directors and Executive Officers, page 99

 18.     We note your response to prior comment 54.  Refer to the last sentence of the
disclosure regarding the business experien ce of each of Messrs. Elkins, Klein and
Tan and revise to clarify, as appropriate, how those directors “have gained significant knowledge with respect to th e management of companies through their
investment in, and ownership of, numerous  companies in multiple industries” and
the experience they gained in “advising companies undergoing financial turnarounds,” including the sp ecific companies.  Also re vise to clarify which of
the directors you note has “substantial l ong-term experience investing in multi-
national semiconductor manufacturing companies” and how that investment experience relates to the significant knowle dge with respect to the management of
companies.
 19.       We note your revisions on page 100 in re sponse to prior comment 55; however,
the nature of Mr. Elkins’ management e xperience continues to be unclear.  For
example, do you mean he has 15 years of  portfolio management experience?

John McFarland, Esq.
c/o Magnachip Semiconductor, Inc.
May 4, 2010 Page 5
Also, please tell us, with a view toward disclosure, the nature of the portfolio
companies for whom Mr. Elkins served and serves as a director.  For example, are
these public companies?
 Board Composition, page 102

 20.       We note your revisions added in response to prior comment 57.  Please expand to
disclose how not having a majority of your board be “independent” satisfies the
exchange rules mentione d in your document.
 Assessment of Risk, page 103

 21.    Your disclosure implies that your board  conducted the review mentioned in your
response to prior comment 63 and concl uded that your compensation programs do
not encourage excessive risk taking.  Your  response to prior comment 63 states
that management conducted the review and reached that conclusion.  Please
reconcile.
 General Background, page 106

 22.      We reissue prior comment 64 with re spect to the “ranges” for overall
compensation mentioned in the second paragraph.  Please revise to clarify this “range” and how it relates to the “overall compensa tion” you pay to your named
executive officer.
 Base Salary, page 107

 23.    Please expand your revisions in response to prior comment 65 to clarify where the current base salaries of your named executive officers are in relation to the
median.
 24.       We note your revisions in response to prio r comment 66.  You refer here to a one-
time payment of 20% of monthly base sa lary, but note 1 on page 111 indicates the
payment was 30%.  Please reconcile.  Also, your disclosure here indicates that these payments are included in th e “Bonus” column, but note 1 on page 11
indicates that the payments are in the “Sal ary” column.  Please reconcile.  Ensure
that your revisions clearly identify th e amount of the payments you mention for
each named executive officer.
 Cash Incentives, page 108

 25.      Please note that prior comment 67 was not  limited to your cash incentive program
for 2009.  Expand your response or revise  your disclosure accordingly.

John McFarland, Esq.
c/o Magnachip Semiconductor, Inc.
May 4, 2010 Page 6  26.    We note your revisions in response to  prior comments 68 and 72.  Given your
disclosure that the disc retionary incentive you paid to Mr. Hwang, Ms. Sakai and
Mr. McFarland was for the same purpose, please revise to cl arify why different
amounts were paid to those named executives.
 27.   Please expand your revisions to the last pa ragraph of this section to disclose
whether payments were made for the first fiscal quarter and, if so, the amounts of
those payments.
 Equity Compensation, page 109

 28.    We note your revisions in response to pr ior comment 70; however, it continues to
be unclear from your disclosure how you determined the relative proportion of
options and restricted unit granted to your named executives.  It is similarly
unclear how you determined the amounts of restricted units to  award to each
named executive.  We note the vague refe rence to providing an “embedded value”
but it is unclear what that value was or how it was determined.  Please revise.
 Summary Compensation Table, page 111

 29.    We note your response to prior comment 74.  If the “bonus” for Mr. Rowe was
fixed in amount, non-discreti onary and subject only to his continued employment,
it is unclear why it does not represent “ongoing base compensation.”  Similarly, if
the “bonus” you paid to Mr. Park mentione d in note 4 and in Exhibit 10.27 was
fixed, non-discretionary and subject only to his continued employment, it is
unclear why that payment is reflected in the “Bonus” column.  Please expand your response or revise, as appropriate.

Pension Benefits . . ., page 122

 30.     Please expand the disclosure added in re sponse to prior comment 77 to quantify
the amount of the accrual resulting from the multiplier you note.
 Selling Stockholders, page 125

 31.    Please expand the revisions in response to  prior comment 79 to disclose the price
per unit paid in the offering you mention, a nd the effective pri ce per share paid by
Avenue including the additional sh ares it acquired under the backstop
commitment referenced in your disclosure.  Also, when you complete the blanks in your table, please ensure it is clear from your disclosure which offered shares
are registered for resale.  For example, if a selling stockholde r is offering all of
the shares related to your floating rate notes and a portion of th e shares related to
the offering you mention, pleas e make that clear.

John McFarland, Esq.
c/o Magnachip Semiconductor, Inc.
May 4, 2010 Page 7  Certain Relationships and Re lated Transactions, page 130

 32.    Please ensure that the full scope of your related-party transac tions is clear from
your disclosure.  For example, it is unclear what amount Avenue received upon repayment of the senior secu red credit agreement.  It is similarly unclear what
amount each of your affiliate unitholders  received from the proceeds of your
senior note offering.  Please revise.
 33.      Please reconcile your response to prior comment 82 that the purpose of the offering is to allow all equity holders to  benefit with your disclosure on page 138
that the purpose is to allow only the selling stockholders  to benefit.
 Rule 144, page 144

 34.    Please note that prior comment 92 related to what extent, if any, your disclosure
addressed how the time periods in Rule 144 are impacted by the 45-day period mentioned in your disclosure.  For example, does the six month and one-year periods you mention include or exclud e those 45 days?  Please expand your
response accordingly and cite a ll authority on which you rely.
 Material U.S. Federal Income Tax Consequences, page 146

 35.    We your revisions in response to prior comments 89 and 93 and the repeated
statements as to what the depositary shares “should” represent, which appears to simply move the equivocal term that wa s mentioned in prior comment 89 to this
section.  If counsel is
 able to opine on a matter but doubt exists because of a lack
of relevant authority or ot herwise, you may use the term “should” to make it clear
that the opinion is subject to a degree of uncertainty.  In such cases, you should
explain why counsel cannot give a “will” opinion, describe the degree of uncertainty in the opinion, and provide risk factor and/or other appropriate
disclosure setting forth the risks to i nvestors.  If, in contrast, your counsel is not

able to opine on a material tax matter, please say so dire ctly, disclose why counsel
is not able to provide the opinion, and st ate the possible outcomes and risks to
investors of that tax consequence.  Wh ere you are unable to provide unequivocal
disclosure regarding the tax consequences  throughout this section, please revise
your disclosure accordingly.
 Underwriting, page 150

 36.     Refer to page 153.  Revise to clarify the amount of senior notes purchased by each entity you mention and disclose the regi stration and exchange rights mentioned on
page 141 and in Exhibit 4.4.  Also revise  to disclose the amounts those entities
received upon repayment of your senior secured credit facilities.

John McFarland, Esq.
c/o Magnachip Semiconductor, Inc.
May 4, 2010 Page 8  Financial Statements, page F-1

 Note 3. Fresh Start Reporting, page F-11

 3

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

DIVISION OF
CORPORATION FINANCE
Mail Stop 3030
 April 9, 2010

 John McFarland, Esq. Senior Vice President, Gene ral Counsel and Secretary
c/o MagnaChip Semiconductor, Inc. 20400 Stevens Creek Boulevard, Suite 370 Cupertino, CA  95014
Re: MagnaChip Semiconductor LLC
Registration Statement on Form S-1 Filed March 15, 2010
  File No. 333-165467

Dear Mr. McFarland:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Registration Statement cover page

1.       It appears from the disclosure in your  document, such as the disclosure on
pages 34 and II-2, that “MagnaChip Semic onductor LLC” is not the issuer of any
of the offered securities.  Therefore, it is unclear why that entity is listed here as
the registrant or how the signatures that appear on page II-8 correspond to the
requirements of Form S-1.  Please revise or advise.

John McFarland, Esq.
c/o Magnachip Semiconductor, Inc.
April 9, 2010 Page 2  Fee Table

 2.       We note from your fee table that you app ear to be register ing the offering of
depositary shares.  From your disclosure  under “Description of Capital Stock”
beginning on page 125, it does not appear, however, that you are or will be authorized to issue “depositary shares ” under your certificate of incorporation.
Further, from your disclosure under “Des cription of Depositary Shares” beginning
on page 131, it appears that the depositary will be the issuer of the depositary
shares.  Please provide us with your anal ysis as to why the depositary should not
be identified as the issu er/registrant of the depositary shares in your current
registration statement, or in another appropriate registration statement which
registers the offering of the depositary sh ares.  In addition, we note from your
disclosure under “Legal Matters” on page 144 that you currently intend
MagnaChip’s counsel to opine as to the va lidity of the depositary shares.  In this
regard, please provide us with your analysis as to how your counsel will be able to opine as to the validity of securities you are not authorized to issue.
 3.       We understand from your disclosure on page  131 that at some future date the
depositary shares will be cancelled and th at the depositary wi ll then “credit” the
former holders of the depositary shares  with an equal number of shares of
MagnaChip’s common stock.  Please provide us  with your analysis as to how that
transaction will be registered  or exempt from registration.  In this regard, we note
that the issuer of the depositary shares appears to be the depositary and the shares of common stock will be i ssued by MagnaChip.  As such, it does not appear that
the transaction would qualify for exem ption under Section 3(a)(9) of the
Securities Act given the di versity of issuers.
 Prospectus cover page

 4.       Please confirm that any preliminary pros pectus you circulate will include all non-
Rule 430A information.  This includes the price range and related information
based on a bona fide estimate of the public  offering price within that range, and
other information that was left blank throughout the document.
 5.       The paragraph following the table refers to an option to purchase depositary
shares.  Note 1 to your fee table refers to an option to purchase common shares.
Please reconcile.
 6.       If you intend to delist your de positary shares in connection with the cancellation
of those securities, please state so  directly here and on page 131.

John McFarland, Esq.
c/o Magnachip Semiconductor, Inc.
April 9, 2010 Page 3  Table of Contents

 7. We note the first sentence in the paragr aph that follows your table of contents
indicates that no person is authorized to  give any information or to represent
anything not contained in your prospectus.  Please consider whether this statement, in its current form, is consistent with your ability to use free writing prospectuses.
 Prospectus Summary

 Overview, page 1

 8.       Please provide us independent, objective support for your statements regarding
the breadth and depth of your technol ogy platform, your extensive engineering
and manufacturing expertis e, and long history of co llaborating with leading
innovators.  Also reconcil e your disclosure regarding the high demand by your
customers with the diminished demand mentioned on page 17.
 9.       Please balance your disclosure regarding your net sales, income from operations
and Adjusted EBIDTA and Adjusted Net Income with equally prominent disclosure of the history of net losses and recent emergence from bankruptcy.
 10.       Please discuss your declining net sales described on page 9 in light of the rapid
industry growth you mention on page 2.
 11.       We note that you have identified customers.   Please tell us the objective criteria
you used to identify those customers.  Also  tell us whether you have identified all
customers that satisfy those criteria.
 12.       We note your disclosure that you have a portfolio of approximately 3600 "novel
registered and pending patents."  Please revise to distinguish between how many
patents you hold and how many patent a pplications you have pending.  Also
clarify whether some of your patents and pe nding patent applica tions derive from
a common parent patent application or are foreign counterpart patent applications
that relate to similar or identical technological claims.
 13.       Please expand your overview discussion to indicate the percentage of net sales
that you have historically derived from each of your segments.
 Our Strategy, page 3

 14.       We note your disclosure that one of your obj ectives is to strengthen your position
as “a leading provider of analog and mi xed-signal semiconductor products and
services….”  Based on the market data  you present on page 80, it appears from

John McFarland, Esq.
c/o Magnachip Semiconductor, Inc.
April 9, 2010 Page 4
your historical sales that your market share of the display driver market is
approximately 4% and your market share of the power management is less than 1%.  As such, please clarify the base s on which you believe you are a leading
provider.
 Recent Changes to Our Business, page 4

 15.       Refer to the second bullet.  Clarify how your debt was reduced.  It also appears
that you retired approximately $149 million of Series B convertible redeemable
preferred units in connecti on with your reorganizati on.  Please disclose that
change as well.
 Corporate Information, page 5

 16.       It appears from your disclosure on pa ges 94 through 96 that while your board of
directors changed following the reorgani zation, your management has remained
the same.  If so, please revise  to disclose that fact.
 17. We see that prior to the closing of this offering, MagnaChip Semiconductor LLC
will convert from a Delaware limited liability company to a Delaware corporation.  We also see that in conn ection with the corporate conversion, each
common unit of MagnaChip Semiconductor LLC will be converted into an undisclosed number of shares of co mmon stock of MagnaChip Semiconductor
Corporation.  In light of the referenced  pending conversion, please tell us how the
guidance at SAB Topic 4 (C) impacts you.  Als o, tell us if you plan to present pro
forma information as of the latest balan ce sheet date that reflects the referenced
changes in your capitalization at the e ffectiveness or the close of your IPO.
 18. Please briefly describe the nature of  Avenue and its affiliated funds.
 Risk Factors, page 16

 19.       Given your disclosure on pages 29 and 120, please tell us whether you will be a
controlled company  under applicable exchange rules after this offering, and if so,
how you evaluated whether that stat us creates any material risks.
 We depend on successful . . ., page 24

 20.       Please clarify whether the silicon suppl y constraints you mention continue to
exist.

John McFarland, Esq.
c/o Magnachip Semiconductor, Inc.
April 9, 2010 Page 5  The enactment of legislation . . ., page 25

 21.       Please clarify the nature of the proposed  legislation and why those proposals
could have “material adverse consequences” on you.
 Our ability to compete successfully. . ., page 25

 22.       Since you appear to do a si gnificant amount of business in China, disclose that
China is one of those countries that hi storically has not protected a company's
intellectual property rights to the sa me extent as the United States.
 If our Korean subsidiary is designated . . ., page 26

 23.       We note the risks you say are presented “if” your subsidiary is designated as a
regulated business.  Clarify why you do not  know whether your subsidiary is or
will be so designated and disclose whether you currently exceed the thresholds proposed by the Decree.
 You may be unable to enforce judgments obt ained in United States . . . , page 27

 24.       Disclose whether an investor would find it difficult:

• to enforce against you, your non-U.S. o fficers and directors, and your non-
U.S. subsidiaries U.S. court judgmen ts based upon the civil liabilities
provisions of the U.S. federal securities laws in a U.S., South Korean or other
foreign court; or

• to bring an original ac tion against you and the ab ove persons to enforce
liabilities under the U.S. federal securi ties laws in a South Korean or other
foreign court.

See Item 101(g) of Regulation S-K.
 Industry and Market Data, page 33

 25.       Please tell us whether all industry data you cite in your document is publicly
available.  Also tell us whether:

• you commissioned the preparation of such data;

• the data was prepared for use in your registration statement;

• you are affiliated with th e sources of the data;

John McFarland, Esq.
c/o Magnachip Semiconductor, Inc.
April 9, 2010 Page 6
• the sources of the data consented to your use of their data in this registration
statement; and

• how you confirmed that the data used in your registration statement reflects the most recent available information.  In this regard, the penultimate sentence of this section implies that you will not update the data you cite even if you
are aware the data is not the most recent and available.  If that is not correct,
please revise to eliminate that implication.
 Use of Proceeds, page 34

 26.       Expand to disclose how you intend to use the proceeds you may receive from
securities sold pursuant to the over-allotment option.
 27.       With a view toward clarified disclosure in this section, please tell us the amount
of proceeds that you will use to make paym ents to affiliates, whether through the
payments mentioned in the first bullet or the performance bonus mentioned on page 112 and in section 3.b.(ii) of Exhibit 10.27.  Ensure that the disclosure in an
appropriate section of your document fully discusses the transaction.  Refer to Item 404 of Regulation S-K.
 Dilution, page 36

 28.       Expand the paragraph following the first ta ble to clarify how the calculation you
mention would change, assuming the exerci se of the over-allotment option.  Also
expand the first and last paragraphs on pa ge 37 to explain how the numbers in the
last three columns of the tables would change, assuming exercise of the over-
allotment option.
 Selected Historical Consolidated Fi nancial and Operating Data, page 38

 29. We see that you present Adjusted EBITDA as part of your Supplemental Data and
we see your disclosure that you use Ad justed EBITDA to measure compliance
with certain covenants in your debt agreem ents. Please clarify for us if Adjusted
EBITDA, as calculated for purposes of  your debt covenants is the same
calculation as that provided on page 41.
 30. In this regard, please tell us why you excl uded the net foreign currency gain/(loss)
in your calculation of Adjusted EBIT DA. Please explain how much of this
adjustment relates to the cash impact of  foreign currency transaction gains or
losses. To the extent that this is not part of Adjusted EBITDA as calculated for purposes of your debt covenants, please tell us why you believe this exclusion is appropriate based upon the guidance in Item 10(e) of Regulation S-K and

John McFarland, Esq.
c/o Magnachip Semiconductor, Inc.
April 9, 2010 Page 7
Question 102.09 of the Staff’s Non-GAAP Financial Measures Compliance and Disclosure Interpretations dated January 15, 2010.
 31. We see that you also excluded net foreign currency gain/(loss) as part of your
calculation of Adjusted Net Income (Lo ss) and you indicate portions of this
amount relate to the cash impact of foreign currency transaction gains or losses.  As it appears that this is a perfor mance measure where certain amounts may
require cash settlement, please tell us how you determined that Adjusted Net
Income (Loss), as reported, is compliant with Item 10(e) of Regulation S-K.
 Management’s Discussion and Analysis . . ., page 52

 32. We refer to your disclosure in the thir d full paragraph on page 53.  Please expand
your disclosure to more clearly explai n why you believe your business does not
require “substantial investment in le ading edge process equipment” when,
consistent with Moore’s Law, the genera l industry trend in the sectors in which
you compete is to constantly move towards smaller geometry processes, such as 90 and 65, and then 45 nanometer geometry  process technolo gies, and towards
system on chip technologies (which comb ine several of the functionalities that
you offer of separate chip s on the same chip), in order to provide more
sophisticated products, with smaller foot prints and reduced energy consumption.
Since you offer manufacturing servic es and do not outsource your own
manufacturing, please include appropriate risk factor disclosure regarding the
costs that would be involved if you were  required to upgrade your equipment in
order to remain competitive and the risk s to your business, op erating results and
financial condition if your manufact uring equipment becomes obsolete.
 33. With reference to your captive manufact uring strategy, please disclose any known
trends on the positive or ne gative effects of this strategy on the gross profit
margins of your semiconductor products as compared to those of your competitors who are fabless.
 Recent Changes to Our Business, page 54

 34. We note that in beginning in the second half of 2008 you began to take steps to
focus your business strategy, enhance your operating efficiency and improve your
cash flow and profitability.  Please provide  your potential investors with a more
meaningful description of your business improvement plan and its purpose, what
has been accomplished to date, what remains to be achieved, including any
obstacles that you expect to encounter, the expected date by which the plan will
be complete and the overall effect of th e plan on your business, operating results
and financial condition.  Please see Inte rpretative Release No. 33-8350, available
on our Web site at http://www. sec.gov/rules/interp/33-8350.htm
.

John McFarland, Esq.
c/o Magnachip Semiconductor, Inc.
April