Mail Stop 6010

      March 3, 2006

Via Facsimile and U.S. Mail

Mr. Alex Hui
Chief Executive Officer
Pericom Semiconductor Corporation
3545 North First Street
San Jose, CA   95134

Re:	Pericom Semiconductor Corporation
	Item 4.01 Form 8-K
      Filed February 23, 2006
	File No. 0-27026

Dear Mr. Hui:

      We have reviewed your filing and have the following comment.
Where indicated, we think you should revise your document in
response
to this comment.  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.  We may
ask
you to provide us with more 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.









Form 8-K dated February 16, 2006

Item 4-01. Changes in Registrant`s Certifying Accountant

We monitored your Forms 10-K and 10-Q solely related to the
matters
below.

1. We note the changes in internal control over financial
reporting
and the remediation efforts implemented (or in the process of
being
implemented) as disclosed in Item 9A of Form 10-K for fiscal year
ended July 2, 2005 and Item 4 of Form 10-Q for the quarter ended
October 1, 2005.  Consequently, the disclosure in Item 4 of Form
10-Q
for the quarter ended December 31, 2005 should be amended to
include
details about the latest material weakness identified (i.e., the
consolidation process did not operate effectively) and disclosure
of
any changes to internal control over financial reporting during
the
third quarter of fiscal 2006.  Also in this regard, management
must
conclude, in light of the material weakness, that the disclosure
controls and procedures are either effective or not effective, as
of
December 31, 2005. We note no such disclosure.  If not effective,
the
disclosure must be expended to disclose why they are not
effective.
Tell us if you expect any issues or restatements as a result of
the
material weaknesses disclosed. Also, tell us what additional
remediation efforts, if any, are needed for the Disclosure
Controls
and Procedures to become effective.  In addition, tell us when you
believe final procedures for these efforts will be implemented.


*    *    *    *



       As appropriate, please amend your filing and respond to
these
comments within five business days or tell us when you will
provide
us with a response.  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 urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	If you have any questions, please call David Burton at (202)
551-3626.

							Sincerely,


							David Burton
							Staff Accountant



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Mr. Alex Hui
Pericom Semiconductor Corporation
March 3, 2006
Page 3