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) ?? ?? ?? ?? Bertrand F. Cambou Spansion Inc. December 12, 2005 Page 3