Alliance Semiconductor Corporation
2900 Lakeside Drive
Santa Clara, California 95054
September 8, 2006
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
| Re: | Alliance Semiconductor Corporation |
Schedule TO-I filed August 25, 2006
File No. 005-44755
Ladies and Gentlemen:
Regarding the Schedule TO-I filed with the Commission on August 25, 2006 (the “Filing”), Alliance Semiconductor Corporation (the “Company”) hereby 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. |
Sincerely,
ALLIANCE SEMICONDUCTOR CORPORATION
/s/ MELVIN L. KEATING | ||
| By: | Melvin L. Keating | |
| President and Chief Executive Officer |
