Mail Stop 3628

July 12, 2006

By Facsimile (212.225.3999) and U.S. Mail

Stephen H. Shalen, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006

Re:  	ON Semiconductor Corporation
	Amendment No. 1 to Schedule TO-I
      Filed on July 7, 2006
	File No. 005-60483

Dear Mr. Shalen:

      We have the following comments on the above referenced
filing. 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 on any other aspect
of our review.  Feel free to call us at the telephone number listed
at the end of this letter.

Offer to Exchange

Forward-Looking Statements, page 5

1. We reissue prior comment 2.  Please revise your disclosure
accordingly.

Important Reservation of Rights Regarding the Offer, page 50

2. We note your response to prior comment 8 and reissue the
comment. Currently, it appears that you have provided a standard that
a court may apply in assessing your determination, however, this remains
unclear to holders.  Please clarify.

Material U.S. Federal Income Tax Considerations, page 83

3. We note your response to prior comment 15.  Please revise your
disclosure either to remove the qualifying language or to disclose
your reasons for each uncertainty.

Letter of Transmittal

4. We reissue prior comment 16.   Please confirm that you will not
utilize the referenced language as a waiver of liability against
security holders.

Closing Comments

      As appropriate, please amend your filing promptly and
provide the requested information in response to our 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 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 you
are in possession of all facts relating to the company`s disclosure,
you are responsible for the accuracy and adequacy of the disclosures
you have made.

      Please direct any questions to me at (202) 551-3636 or, in
may absence, to Pam Carmody, Special Counsel, at (202) 551-3265.  You
may also contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code:  20549-3628.

     						Very truly yours,


    						Ade K. Heyliger
						Attorney-Advisor
						Office of Mergers & Acquisitions