February 18, 2020

Yifan Liang
Chief Financial Officer and Corporate Secretary
Alpha and Omega Semiconductor Limited
Clarendon House, 2 Church Street
Hamilton HM 11, Bermuda

       Re: Alpha and Omega Semiconductor Limited
           Form 10-K for Fiscal Year Ended June 30, 2019
           Form 8-K for Period Ended February 5, 2020
           Form 10-Q for Fiscal Quarter Ended December 31, 2019
           File No. 001-34717

Dear Mr. Liang:

       We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments. In some of our comments, we may
ask you to
provide us with information so we may better understand your disclosure.

       Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to these comments, we may have additional
comments.

Form 8-K filed on February 5, 2020

Exhibit 99.1
Alpha and Omega Semiconductor Reports Financial Results for the Fiscal Second
Quarter of
2020 Ended December 31, 2019 , page 1

1.    In the bullets under the heading "Financial Results for Fiscal Q2 Ended
December 31,
      2019", we note you discuss changes in non-GAAP gross margin, non-GAAP
operating
      expenses, non-GAAP operating income, and non-GAAP income per share.
Please do not
      discuss and analyze non-GAAP measures without a similar discussion and
analysis of the
      most directly comparable GAAP measure in a location with equal or greater
prominence.
      Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the
updated
      Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.
 Yifan Liang
Alpha and Omega Semiconductor Limited
February 18, 2020
Page 2
2.       In your reconciliations related to non-GAAP net income and non-GAAP
income per
         share, it appears you present certain adjustments, net of income
taxes. Please revise your
         reconciliations to reflect the impact of income taxes as a separate
adjustment and to
         explain how the tax impact is calculated. Refer to Question 102.11 of
the updated
         Compliance & Disclosure Interpretations on Non-GAAP Financial
Measures.
Form 10-Q for the quarterly period ended December 31, 2019

Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 32

3.       We note your disclosures that decreases in gross margins were
primarily the result of low
         capacity utilization due to the commencement of limited mass
production in your
         Chongqing joint venture during the interim periods. Please revise
future disclosures to
         more fully explain your expectations regarding production at your
joint venture, including
         the additional costs you expect to incur to reach full production and
the anticipated time
         frame when when you expect full production to commence. Please update
these
         disclosures and explain reasons for significant changes, to the extent
applicable.

       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

       You may contact Andi Carpenter at 202-551-3645 or Anne McConnell at
202-551-3709
with any questions.



FirstName LastNameYifan Liang                      Sincerely,
Comapany NameAlpha and Omega Semiconductor Limited
                                                   Division of Corporation
Finance
February 18, 2020 Page 2                           Office of Manufacturing
FirstName LastName