| Robert W. Phillips Direct Dial (650) 463-3051 Robert.Phillips@lw.com |
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| File No. 042243-0082 | ||||||
October 28, 2010
VIA EDGAR and FEDEX
Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 4561
100 F Street, N.E.
Washington, DC 20549
| Attention: | Martin James, Acting Assistant Director |
Louis Rambo, Attorney
Daniel Morris, Special Counsel
| Re: | Spansion Inc. |
Registration Statement on Form S-1 (Registration No. 333-169471)
Ladies and Gentlemen:
On behalf of Spansion Inc. (the “Company” or “Spansion”), we are filing Amendment No. 1 (“Amendment No. 1”) to the Company’s above-referenced Registration Statement on Form S-1, which was initially filed with the Securities and Exchange Commission (the “Commission”) on September 17, 2010 (the “Registration Statement”). For your convenience, we have enclosed a courtesy package which includes six copies of Amendment No. 1, three of which have been marked to show changes from the filing of the Registration Statement.
Below please find the Company’s response to the comment received by facsimile on October 14, 2010 from the staff of the Commission (the “Staff”). For ease of review, we have set forth below the comment from your letter and the Company’s response thereto.
Exhibits
| 1. | Please resolve all comments regarding your request for confidential treatment and file the remaining exhibits before requesting acceleration of the effective date of the registration statement. |
Response: In response to the Staff’s comment, the Company has submitted under separate cover the Company’s responses to the above-referenced comments to the Company’s request for confidential treatment. In addition, the Company has filed the remaining exhibits to the Registration Statement as requested.
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October 28, 2010
Page 2
We hope that this response and revisions to the Registration Statement are helpful in your continued review of the Registration Statement. Please do not hesitate to contact me at (650) 463-3051 or Tad Freese at (650) 463-3060, or either of us by fax at (650) 463-2600 with any questions or comments regarding this correspondence.
Very truly yours,
/s/ Robert W. Phillips
Robert W. Phillips
of Latham & Watkins LLP
Enclosures
| cc: | John H. Kispert, Spansion Inc. |
Nancy Richardson, Spansion Inc.
Laurie Webb, Spansion Inc.
Tad J. Freese, Latham & Watkins LLP
Alan F. Denenberg, Davis Polk & Wardwell LLP