Mail Stop 6010
      March 17, 2006

David R. Sonksen, CFO
Microsemi Corporation
2381 Morse Avenue
Irvine, California 92614

      Re:	Microsemi Corporation
      Amendment No. 2 to Registration Statement on Form S-4
      Filed March 3, 2006
		File No. 333-130655


Dear Mr. Sonksen:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

      Prior comment refers to our letter dated February 22, 2006.


Material U.S. Federal Income Tax Consequences of the Merger, page
73

1. We reissue prior comment 8.  We note the disclosure in the
Questions & Answers that "if the merger qualifies as a
reorganization," the disclosure on pages 4 and 73 that "It is
anticipated that the merger will constitute a reorganization" and
the
disclosure on page 25 that the merger "intends to qualify as a
reorganization."

Representations and Warranties in the Merger Agreement, page 20

2. We note your statement that:
 "The representations and warranties themselves reflected
negotiations between the parties to the Merger Agreement and, in
certain cases, merely represented risk allocation decisions
between
the parties and may not be statements of fact."

Include disclosure acknowledging that to the extent specific
material
facts exist that contradict the representations or warranties in
the
merger agreement, you have provided corrective disclosure.

3. We note your statement that:
"As such, the representations and warranties are solely for the
benefit of the parties to the Merger Agreement and are limited or
may
be modified by a variety of factors, including: subsequent events,
information included in public filings, disclosures made during
negotiations, correspondence between the parties and disclosure
schedules to the Merger Agreement."

Please revise to remove any potential implication that the
referenced
representations and warranties do not constitute public disclosure
under the federal securities laws and are "solely" for the benefit
of
the parties.

4. We note your statement that:
"...you should not rely on the representations and warranties as
characterizations of the actual state of facts at the time they
were
made or currently."
 Please revise to remove any potential implication that the
referenced representations and warranties do not constitute public
disclosure and cannot be relied upon by readers.
********

      As appropriate, please amend your registration statement in
response to these 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.

      Please contact Alan Morris at (202) 551-3601 or me at (202)
551-3602 with any questions.

      					Sincerely,


      					Thomas Jones
      					Senior Attorney

cc. Nicholas J. Yocca
      via Telefax (949) 203-6161
David R. Sonksen, CFO
Microsemi Corporation
March 17, 2006
Page 3