Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Manocha Ajit
 2. Date of Event Requiring Statement (Month/Day/Year)
11/12/2008		 3. Issuer Name and Ticker or Trading Symbol
Spansion Inc. [SPSN]
(Last)
(First)
(Middle)
C/O SPANSION INC., 915 DEGUIGNE DRIVE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Worldwide Operations
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SUNNYVALE, CA 94088-3453		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (Right to Buy)   (1) 02/21/2015 Class A Common Stock 75,000 $ (2) D  
Restricted Stock Units   (3)   (4) Class A Common Stock 30,000 $ (4) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Manocha Ajit
C/O SPANSION INC., 915 DEGUIGNE DRIVE
SUNNYVALE, CA 94088-3453		       EVP, Worldwide Operations  

Signatures

/s/ Ajit Manocha 11/19/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Options were granted to the reporting person on February 21, 2008 and vest over a four-year period according to the following schedule: One-fourth of the shares subject to the option shall vest on February 21, 2009, and the remaining shares shall subject to the option shall vest in equal installments quarterly over the next three years, until 100% vested on February 21, 2012.
(2) The exercise price for the Non-Qualified Option is $2.98 per share.
(3) The restricted stock units were granted to the reporting person on February 21, 2008 and vest over a four-year period. One quarter of the shares subject to the award vests on February 21, 2009. The remaining shares subject to the award vest in equal installments quarterly, until 100% vested on February 21, 2012. Vested shares are delivered to the reporting person on each vesting date.
(4) Each restricted stock unit represents a contingent right to receive one share of Spansion Inc. Class A Common Stock. There is no exercise price or expiration date.

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