SC 13D/A

As filed with the Securities and Exchange Commission on March 24, 2008

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Amendment No. 2)*

SPANSION INC.

(Name of Issuer)

CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

84649R 10 1

(CUSIP Number)

Hiroaki Kurokawa

President

Fujitsu Limited

Shiodome City

1-5-2 Higashi-Shimbashi

Minato-Ku

Tokyo 105-7123, Japan

+81-3-6252-2220

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

COPIES TO:

David C. Wilson, Esq.

Morrison & Foerster LLP

755 Page Mill Road

Palo Alto, California 94304

(650) 813-5600

March 21, 2008

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of this schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)

(Continued on following pages)

1	NAME OF REPORTING PERSONS Fujitsu Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Japan

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7    SOLE VOTING POWER        18,352,935
	8    SHARED VOTING POWER        0
	9    SOLE DISPOSITIVE POWER        18,352,935
	10    SHARED DISPOSITIVE POWER        0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,352,935
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.5%
14	TYPE OF REPORTING PERSON CO

1	NAME OF REPORTING PERSONS Fujitsu Microelectronics Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Japan

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7    SOLE VOTING POWER        18,352,935
	8    SHARED VOTING POWER        0
	9    SOLE DISPOSITIVE POWER        18,352,935
	10    SHARED DISPOSITIVE POWER        0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,352,935
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.5%
14	TYPE OF REPORTING PERSON CO

Item 1. Security and Issuer.

This Amendment No. 2 to Schedule 13D (this “Amendment”) relating to shares of Class A common stock, $0.001 par value per share (each a “Share” and collectively, the “Shares”), of Spansion Inc., a Delaware corporation (the “Issuer”), hereby supplements and amends the Schedule 13D filed on December 28, 2005 (the “Schedule 13D”) by Fujitsu Limited, a Japanese corporation (“Fujitsu” or the “Reporting Person”) as amended on January 10, 2007. Capitalized terms used but not defined in this Amendment shall have the respective meanings given to them in the Schedule 13D.

Item 2. Identity and Background.

The first paragraph of Item 2 is amended and restated in its entirety as follows:

This statement is filed by Fujitsu Limited, a Japanese corporation (“Fujitsu”) and Fujitsu Microelectronics Limited, a Japanese corporation and wholly-owned subsidiary of Fujitsu (the “Fujitsu Sub”) (each a “Reporting Person” and collectively, the “Reporting Persons”). The Reporting Persons are filing this statement jointly pursuant to a Joint Filing Agreement attached hereto as Exhibit 15. The principal executive and business office of Fujitsu is located at Shiodome City Center, 1-5-2 Higashi-Shimbashi, Minato-ku, Tokyo 105-7123, Japan. The principal executive and business office of the Fujitsu Sub is located at Shinjuku Daiichi Seimei Building, 2-7-1 Nishi-Shinjuku, Shinjuku-ku, Tokyo, Japan.

Annex I to Item 2 to the Schedule 13D is amended and restated in its entirety as set forth on Annex I hereto.

Item 4. Purpose of Transaction.

Item 4(a) of the Schedule 13D is amended and supplemented as follows:

On March 21, 2008, Fujitsu transferred 18,352,934 Shares, constituting all of the Shares of the Issuer held by Fujitsu, to Fujitsu Microelectronics Limited, a wholly owned subsidiary of Fujitu (the “Fujitsu Sub”) pursuant to a Plan for Company Split effective as of March 21, 2008 (the “Company Split Plan”) by Fujitsu. A copy of the Company Split Plan is filed as Exhibit 16 hereto. This Item 4 is qualified in its entirety by the Company Split Plan.

Item 5. Interest in Securities of the Issuer.

Item 5(a) of the Schedule 13D is amended and restated in its entirety as follows:

(a) The Issuer’s common stock consists of four classes of stock, Class A common stock, Class B common stock, Class C common stock and Class D common stock. As of the close of business on February 26, 2008, 135,572,590 shares of Class A common stock were issued and outstanding; no shares of Class B common stock were issued and outstanding; one share of Class C common stock was issued and outstanding; and no shares of Class D common stock were issued and outstanding.

The Reporting Persons, comprising a “group” within the meaning of Section 13(d)(3) of the Exchange Act of 1934, beneficially own 18,352,934 shares of the Issuer’s Class A common stock and the one share of the Issuer’s Class C common stock. In addition, Advanced Micro Devices, Inc., a Delaware corporation (“AMD”), AMD (U.S.) Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of AMD (“AMD US Holdings”) and AMD Investments, a Delaware corporation and indirect wholly-owned subsidiary of AMD (“AMDI”) (collectively, the “AMD Parties”), which comprises a “group” with the Reporting Person with respect to matters under the Stockholders Agreement described in Item 6 below, own 14,037,910 shares of the Issuer’s Class A common stock.

The Reporting Persons beneficially own approximately 13.5 percent of the Issuer’s total outstanding Class A common stock and own 100 percent of the Issuer’s total outstanding Class C common stock. The AMD Parties beneficially own approximately 10.4 percent of the Issuer’s total outstanding Class A common stock.

Item 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is amended and supplemented by the following exhibits:

Exhibit 15	Joint Filing Agreement, dated March 21, 2008, between Fujitsu Limited and Fujitsu Microelectronics Limited.
Exhibit 16	Plan for Company Split, effective as of March 21, 2008, by Fujitsu Limited.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 21, 2008	FUJITSU LIMITED
	By:	/s/ Hiroaki Kurokawa
	Name:	Hiroaki Kurokawa
	Title:	President
	FUJITSU MICROELECTRONICS LIMITED
	By:	/s/ Koichi Ishizaka
	Name:	Koichi Ishizaka
	Title:	Vice President and Director

EXHIBIT INDEX

Exhibit 15	Joint Filing Agreement, dated March 21, 2008, between Fujitsu Limited and Fujitsu Microelectronics Limited.
Exhibit 16	Plan for Company Split, effective as of March 21, 2008, by Fujitsu Limited.

Annex I

Name, Principal Occupation and Business Address of Each Executive Officer and Director of Fujitsu Limited

Naoyuki Akikusa, Chairman of the Board and Representative Director, Fujitsu Limited, Shiodome City Center, 1-5-2 Higashi-Shimbashi, Minato-ku, Tokyo 105-7123, Japan.

Hiroaki Kurokawa, President and Representative Director, Fujitsu Limited, Shiodome City Center, 1-5-2 Higashi-Shimbashi, Minato-ku, Tokyo 105-7123, Japan.

Masamichi Ogura, Corporate Senior Executive Vice President, Chief Financial Officer and Representative Director, Fujitsu Limited, Shiodome City Center, 1-5-2 Higashi-Shimbashi, Minato-ku, Tokyo 105-7123, Japan.

Toshihiko Ono, Corporate Senior Executive Vice President and Representative Director, Fujitsu Limited, Shiodome City Center, 1-5-2 Higashi-Shimbashi, Minato-ku, Tokyo 105-7123, Japan.

Chiaki Ito, Corporate Senior Executive Vice President and Representative Director, Fujitsu Limited, Shiodome City Center, 1-5-2 Higashi-Shimbashi, Minato-ku, Tokyo 105-7123, Japan.

Michiyoshi Mazuka, Corporate Senior Executive Vice President and Representative Director, Fujitsu Limited, Shiodome City Center, 1-5-2 Higashi-Shimbashi, Minato-ku, Tokyo 105-7123, Japan.

Hiroshi Oura, Director, Fujitsu Limited, Senior Executive Advisor, Advantest Corporation, Shin-Marunouchi Center Building, 1-6-2, Marunouchi, Chiyoda-ku, Tokyo 100-0005, Japan.

Ikujiro Nonaka, Director, Fujitsu Limited, Professor Emeritus, Hitotsubashi University Graduate School of International Corporate Strategy, 2-1-2 Hitotsubashi, Chiyoda-ku, Tokyo 101-8439, Japan.

Haruo Ito Director, Fujitsu Limited, President and Representative Director, Fuji Electoric Holdings Co., Ltd., Gate City Osaki, East Tower, 1-11-2 Osaki, Shinagawa-ku Tokyo 141-0032, Japan.

Haruki Okada Corporate First Senior Vice President and Director, Fujitsu Limited, Shiodome City Center, 1-5-2 Higashi-Shimbashi, Minato-ku, Tokyo 105-7123, Japan.

All of the foregoing officers and directors of Fujitsu Limited are citizens of Japan.

During the last five years, none of the foregoing officers and directors of Fujitsu Limited has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Name, Principal Occupation and Business Address of Each Executive Officer and Director of Fujitsu Microelectronics Limited

Toshihiko Ono, President and Representative Director, Fujitsu Microelectronics Limited, Shinjuku Daiichi Seimei Building, 2-7-1 Nishi-Shinjuku, Shinjuku-ku, Tokyo, 163-0701, Japan

Shigeru Fujii, Executive Vice President and Director, Fujitsu Microelectronics Limited, Shinjuku Daiichi Seimei Building, 2-7-1 Nishi-Shinjuku, Shinjuku-ku, Tokyo, 163-0701, Japan

Koichi Ishizaka, Vice President and Director, Fujitsu Microelectronics Limited, Akiruno Technology Center, 50 Fuchigami, Akiruno-shi, Tokyo, 197-0833, Japan

Haruyoshi Yagi, Director, Fujitsu Microelectronics Limited, Akiruno Technology Center, 50 Fuchigami, Akiruno-shi, Tokyo, 197-0833, Japan

Joji Murakami, Director, Fujitsu Microelectronics Limited, Kawasaki Office, 4-1-1 Kamikodanaka, Nakahara-ku, Kawasaki-shi, Kanagawa, 211-8588, Japan

Hiroyuki Hojo, Director, Fujitsu Microelectronics Limited, Shinjuku Daiichi Seimei Building, 2-7-1 Nishi-Shinjuku, Shinjuku-ku, Tokyo, 163-0701, Japan

Hideo Monma, Director, Fujitsu Microelectronics Limited, Akiruno Technology Center, 50 Fuchigami, Akiruno-shi, Tokyo, 197-0833, Japan

Yoji Hino, Director, Fujitsu Microelectronics Limited, Pola Daisan Gotanda Building, 8-9-5 Nishigotanda, Shinagawa-ku, Tokyo, 141-0031, Japan

Michael F.Y. Shih, Director, Fujitsu Microelectronics Limited, Shinjuku Daiichi Seimei Building, 2-7-1 Nishi-Shinjuku, Shinjuku-ku, Tokyo, 163-0701, Japan

Haruki Okada, Director (PART-TIME), Fujitsu Limited, Shiodome City Center, 1-5-2 Higashi-Shimbashi, Minato-ku, Tokyo 105-7123, Japan

Masami Yamamoto, Director (PART-TIME), Fujitsu Limited, Kawasaki Office, 4-1-1 Kamikodanaka, Nakahara-ku, Kawasaki-shi, Kanagawa, 211-8588, Japan

Yasuo Nishiguchi, Director (PART-TIME), Fujitsu Microelectronics Limited, Shinjuku Daiichi Seimei Building, 2-7-1 Nishi-Shinjuku, Shinjuku-ku, Tokyo, 163-0701, Japan

Michael F.Y. Shih is a citizen of Taiwan. All of the other foregoing officers and directors of Fujitsu Microelectronics Limited are citizens of Japan.

During the last five years, none of the foregoing officers and directors of Fujitsu Microelectronics Limited has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

EX-15

Exhibit 15

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with the other parties hereto on behalf of each of them a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.001 per share, of Spansion Inc., a Delaware corporation, and that this agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

In witness whereof, the undersigned hereby execute this agreement as of the 21^st day of March, 2008.

Fujitsu Limited
By:	/s/ Hiroaki Kurokawa
Name:	Hiroaki Kurokawa
Title:	President
Fujitsu Microelectronics Limited
By:	/s/ Koichi Ishizaka
Name:	Koichi Ishizaka
Title:	Vice President and Director

EX-16

Exhibit 16

[This English translation is prepared for your reference only.]

(Translation)

Plan for Company Split

Fujitsu Limited (the “Company”) has prepared this plan for company split (the “Plan”) as follows, with respect to the scheduled company split (Shinsetsu Bunkatsu) (the “Company Split”) in which a new corporation to be incorporated (“Newco”) shall take over the business set forth in Article 1 hereof (the “Business”) in accordance with the following scheme.

Article 1. (Definition of the Business to be Taken Over)

The term “Business” shall mean the following businesses:

Businesses currently conducted by the Company relating to the design, development, manufacture and sale of LSIs.

Article 2. (Effective Date)

The date on which the application for the commercial registration of the incorporation of Newco is made (the “Effective Date”) shall be March 21, 2008; provided, however, that the Effective Date may be changed if any of the procedures required to be taken for the Company Split has not been completed on or prior to such Effective Date.

Article 3. (Purpose, Trade Name and Location of Registered Office of, and Total Number of Shares Authorized to be Issued by Newco; Matters to be Set Forth in Newco’s Articles of Incorporation)

The purpose, the trade name and the location of registered office of, and the total number of shares authorized to be issued by Newco, as well as other matters to be set forth in the Newco’s articles of incorporation, shall be as set forth in Exhibit 1 attached hereto. Provided that the registered office of Newco shall be located in Shinjuku-ku, Tokyo.

Article 4. (Newco’s Directors, Etc. at the Time of Incorporation)

The names of Newco’s directors, auditors and accounting auditor to be appointed as such at the time of its incorporation shall be as follows:

(Directors at the Time of Incorporation)

    Toshihiko Ono, Shigeru Fujii, Koichi Ishizaka, Haruyoshi Yagi, Joji Murakami

(Auditors at the Time of Incorporation)

    Masamichi Ogura, Toshimasa Wada, Yoshihiro Ando

(Accounting Auditor at the Time of Incorporation)

    Ernst & Young ShinNihon

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Article 5. (Rights and Obligations to be Assumed by Newco)

On the Effective Date of the Company Split, Newco shall succeed the assets, liabilities and contract set forth in (1) through (3) below, as well as any and all of other rights and obligations that the Company owns with respect to the Business (the “Rights and Obligations”); provided, however, that the rights and duties set forth in (4) below shall be excluded from those which shall be so succeeded. The assets and liabilities to be assumed by Newco shall be definitively determined based on the value reported on the Company’s balance sheet as of September 30, 2007 plus/minus the increase/decrease accruing through the Effective Date.

(1) Assets:

(i) Receivables, advances, temporary payments, inventory, work-in process, raw materials and other current assets that the Company owns with respect to the Business.

(ii) Machinery and equipment, vehicle and delivery equipment, tools and furniture, furniture and fixtures and software that the Company owns with respect to the Business; industrial property rights (including those which have been filed for registration or application), mask work rights, copyrights, know-how and other intellectual property rights belonging to the Business; and other fixed assets (including the shares of stock in Fujitsu Microelectronics Korea Limited and other domestic and foreign affiliated companies of the Company that the Company owns).

(2) Liabilities:

Accounts payable and other debts that the Company owes with respect to the Business.

(3) Contract:

Contract relating to the transactions conducted only with respect to the Business, as well as the rights and obligations thereunder.

(4) Rights and Obligations NOT to be Assumed:

(i) real estate in Akiruno Technology Center;

(ii) real estate in Minokamo City, Gifu Prefecture;

(iii) real estate in Suzaka City, Nagano Prefecture;

(iv) real estate in Ohnogahara, Aizuwakamatsu City, Fukushima Prefecture;

(v) real estate in Takaku, Aizuwakamatsu City, Fukushima Prefecture; and

(vi) employment contracts set forth in Article 7 hereof, as well as any and all rights and obligations incidental thereto.

Article 6. (Debts to be Assumed)

Out of all of the Rights and Obligations to be assumed by Newco from the Company, all the debts shall be assumed by Newco with the effect discharging the Company from all relevant debts, and the Company shall not be liable for any of such debts after the Company Split. In the event that any joint and several obligations to be assumed by the Company accrue with respect to such debts, Newco shall be the party who should ultimately be liable for the relevant obligations.

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Article 7. (Employment Contracts)

Newco shall not succeed any of the employment contracts with the Company’s current employees, and all of those employees who are engaged in the Business as of the Effective Date shall remain as the Company’s employees and will be seconded to Newco by the Company .

Article 8. (Type and Number of Shares to be Issued by Newco upon Company Split; Matters Concerning Allocation thereof)

Newco shall issue 6,024,000 shares of common stock upon the Company Split and allocate all of such shares to the Company.

Article 9. (Legal Capital and Capital Reserve of Newco)

The amount of the legal capital and the capital reserve of Newco at the time of its incorporation shall be as follows:

(1)    Amount of Legal Capital at the Time of Incorporation:	60,000 million yen
(2)    Amount of Capital Reserve at the Time of Incorporation:	The amount calculated by deducting the amount set forth in (1) above from the amount paid by the shareholders at the time of incorporation (i.e., the “amount paid by the shareholders at the time of incorporation” as defined in Article 80, Item 1 of the Corporate Computation Rules of Japan).

Article 10.   (Small Scale Company Split)

The Company shall perform the Company Split without obtaining the approval of a general meeting of shareholders on the Plan, pursuant to the provisions of Article 805 of the Companies Act of Japan.

Article 11.  (Procedures for Transfer)

The Company shall take any and all procedures for the registrations, entries, notifications, etc. necessary for the transfer of the rights in respect of the assets to be succeeded by Newco without delay after the effectuation of the Company Split, in cooperation with Newco.

Article 12.  (Change of Circumstances)

In the event that after the preparation of the Plan until the Effective Date, any material change has occurred in the Business or any property relating thereto, any event which would materially hinder the completion of the Company Split has occurred or it becomes extremely difficult to achieve the purpose of the Company Split Plan for any other reason, the Company may amend the conditions of the company split or cancel the Company Split in itself.

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Article 13.   (Obligations of Non-competition)

The Company shall not owe the obligations of non-competition to Newco with respect to the Business, even after the effectuation of the Company Split.

Article 14.   (Other Matters)

Matters not provided for in the Plan or other matters necessary to be decided for the Company Split shall be determined by the Company in compliance with the purport of the Company Split.

- End -

February 12, 2008
Fujitsu Limited
1-1, Kamikodanaka 4-chome, Nakahara-ku, Kawasaki City, Kanagawa Prefecture
By:	/s/ Hiroaki Kurokawa
	President

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