February 8, 2008
VIA EDGARAND FACSIMILE
Mr. Russell Mancuso
Branch Chief
Division of Corporation Finance
U.S. Securities and Exchange Commission
Mail Stop 6010
100 F Street, NE
Washington, DC 20549
| Re: | ON Semiconductor Corporation |
| Registration Statement on Form S-4 |
| File No. 333-148630 |
Dear Mr. Mancuso:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, ON Semiconductor Corporation (the “Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement on Form S-4, as amended by Amendment No. 1 thereto, so that it will become effective at 5 p.m., Eastern time on February 8, 2008 or as soon thereafter as is practicable.
The Registrant hereby acknowledges the following: (i) should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare this filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Registrant may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Very truly yours,
ON Semiconductor Corporation | ||
| By: | /s/ George H. Cave | |
George H. Cave Senior Vice President, General Counsel and Secretary | ||
| cc: | Steven D. Pidgeon, Esq., DLA Piper US LLP |
| Darlene Gerry, Esq., AMIS Holdings, Inc. |
| William M. Kelly, Esq., Davis Polk & Wardwell |
| Mischa Travers, Esq., Davis Polk & Wardwell |
