Mail Stop 6010

	December 12, 2005


Bertrand F. Cambou
Chief Executive Officer
Spansion Inc.
915 DeGuigne Drive
P.O. Box 3453
Sunnyvale, CA 94088

Re:	Spansion Inc.
	Amendment No. 9 to Registration Statement on Form S-1
      Filed December 8, 2005
	Registration No. 333-124041

Dear Mr. Cambou:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise 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 detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review 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.

Treatment of AMD Options, page 123

1. We note your revised disclosure on page 124 that AMD has
approved
the acceleration of vesting of all AMD stock options and
restricted
stock units held by your employees that otherwise would have
vested
during fiscal 2006.

* With a view toward disclosure, please tell us the amount of
securities to be accelerated for each person subject to disclosure
under Item 404(a) of Regulation S-K.  Also tell us the value of
the
acceleration, such as the excess of the offering price of your
common
stock over the exercise price of the stock options and the value
of
the restricted stock units at the time of grant, as appropriate.

* Please tell us and disclose how you will account for the
modification and revise the notes to your financial statements and
MD&A to include all of the disclosures required by SAB Topic 14.K
and
M related to the modification, or tell us why you believe this
disclosure is not required.

Exhibit 10.56

2. Please tell us whether you will be filing a request for
confidential treatment with respect to the information that has
not
been included in the Bank Enterprise Cooperation Agreement.
* * *

      As appropriate, please amend your registration 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
cover 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 direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Thomas Dyer at (202) 551-3641 or Kaitlan
Tillan, Assistant Chief Accountant, at (202) 551-3604 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact Tim Buchmiller at (202) 551-3635 or me at
(202) 551-3617 with any other questions.


      	Sincerely,



								Russell Mancuso
								Branch Chief

cc:	Tad J. Freese, Esq.
	Robert W. Phillips, Esq.
	Michael P. Maher, Esq.
	(via facsimile)
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Bertrand F. Cambou
Spansion Inc.
December 12, 2005
Page 3