Mail Stop 3628

June 30, 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
	Schedule TO-I
      Filed on June 20, 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.

Schedule TO-I

1. We refer you to your statement on page 2 that as of the time of
the filing of the Schedule TO, "the Offerors have not commenced
the Offer."  However, it appears from the offer document that the
Offer commenced on the date of filing.  Please advise.

Offer to Exchange

Forward-Looking Statements, page 5

2. Please note that the safe harbor protections for forward-looking
statements contained in the federal securities laws cited here, as
well as in your press release dated June 20, 2006, do not apply to
statements made in connection with a tender offer.  See, Section
21E(b)(2)(C) of the Securities Exchange Act of 1934 and Regulation
M-A telephone interpretation M.2 available at www.sec.gov in the
July 2001 Supplement to the Division of Corporation Finance`s Manual
of Publicly Available Telephone Interpretations.  Please revise and
confirm that you will avoid making reference to these safe harbor
protections in all future communications in connection with the
tender offer.

3. Your disclaimer at the end of the penultimate paragraph on page
5 of any obligation to update forward-looking statements in the
Offer materials may be inconsistent with your obligation to amend the
schedule under Rule 13e-4(c)(3). Please confirm that you will
comply with Rule 13e-4(c)(3) to amend the offer materials to promptly
report any material changes in the information previously filed.

Incorporation of Certain Information by Reference, page 6

4. We note that you are attempting to incorporate by reference
into the Offer to Exchange all filings pursuant to the Exchange Act
filed while your offer is pending.  However, Schedule TO does not
expressly authorize such "forward incorporation by reference." In the
event of a material change to the information presented in the offer
documents, you may not rely on the forward incorporation but must
promptly amend the Schedule TO in accordance with Rule 13e-
4(c)(3). Please confirm that you will do so.

The Offer-Reasons for the Offer, page 9

5. Expand the second paragraph to give an example of what the
effect on reported earnings per share would be.  Clarify whether the
exchange will result in the company reporting higher earnings per
share retroactively and prospectively.

6. Further, confirm supplementally, if true, that you will apply
the guidance in EITF Issue No. 96-19 with respect to your accounting
treatment for the exchange transaction.

Purpose of the Offer, page 48

7. We note your disclosure that the primary purpose of the Offer
is to change the conversion settlement provisions of the old notes,
in response to the adoption of EITF Issue No. 04-8.  As you have
noted that Issue No. 04-8 took effect in 2004, please clarify why you
decided to conduct this transaction at this time and what has
changed, in this regard, in the 1 1/2 years since the matter took
effect.

Important Reservation of Rights Regarding the Offer, page 50

8. We note your statement in this section and elsewhere that your
determinations "will be final and binding." This statement creates
the impression that holders have no legal recourse regarding the
terms of the offer.  Explain why you believe this statement is
appropriate without providing an objective standard by which you
will make a determination or revise your disclosure to clarify your
meaning.

Conditions of the Offer, page 50

9. A tender offer may only be subject to conditions that are
drafted with sufficient specificity to allow for objective verification
that the conditions have been satisfied.  In this regard, amend the
your conditions to avoid the term "threatened," as it is unclear how a
"threatened" event can be objectively determined.  Also, avoid the
use of vague terms, such as "might" and events that "indirectly"
affect the Offer.

Legal Limitation, page 51

10. We note your disclosure that you may assert a condition
"regardless of the circumstances giving rise to them."  Please
note that a tender offer may be conditioned on a variety of events and
circumstances, provided that they are not within the direct or
indirect control of the bidder.  With this in mind, please confirm
your understanding that you may not assert a condition that has
resulted from any action or inaction by the bidders.

11. Refer to your disclosure relating to your failure to exercise
any of the rights described in Conditions to the Offer section.  This
language suggests that once an offer condition is triggered, you
must decide whether or not to waive the condition.  Note that when a
condition is triggered and you decide to proceed with the offer
anyway, we believe that this constitutes a waiver of the triggered
condition(s).  Depending on the materiality of the waived
condition and the number of days remaining in the offer, you may be
required to extend the offer and recirculate new disclosure to security
holders. You may not, as this language seems to imply, simply fail to
assert a triggered offer condition and thus effectively waive it without
officially doing so.  Please confirm your understanding
supplementally.

Withdrawal of Tenders, page 54

12. Please expand to disclose the availability of back-end
withdrawal rights provided pursuant to Rule 13e-4(f)(2)(ii).

Conversion of the Notes, page 57

13. We refer you to your disclosure on page 61.  Please tell us
how you plan to inform security holders of any adjustments to the
conversion rate.

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

14. Provide an analysis supporting your reference to Treasury
Department Circular 230 or delete the legend on page 44.

15. Please revise this section to remove such qualifying words as
"should," "we believe" and "may be" or revise the disclosure to
clarify why you are not certain of the material federal tax
consequences.  In this regard, we note your statement on page 83
that "it is unclear" whether the exchange of the old notes for the
new notes will be treated as a significant modification of the terms
of the old notes, and your uncertainty on page 84 as to whether the
notes will be treated as "securities" if the exchange is deemed a
significant modification.  We also note the uncertainty on page 85
regarding the tax consequences of converting the new notes.

Letter of Transmittal

16. We note your request that security holders acknowledge that
they have "read" the terms and conditions of the Offer.  It is not
appropriate to require security holders to attest to the fact that
they "read" the terms of the Offer as such language may
effectively operate as a waiver of liability.  Please delete this
language from the materials.  To the extent that you have already
circulated the letter of transmittal to security holders, please confirm
that you will not utilize the referenced language set forth in this letter
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.

	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.

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