| SunPower Corporation | ||
| 1414 Harbour Way South | ||
| Richmond, CA 94804 | ||
| JP010452 | March 6, 2008 |
VIA
EDGAR
Securities
and Exchange Commission
Division
of Corporate Finance
100
F Street N.E.
Washington,
DC 20549
|
|
Re:
|
SunPower
Corporation (File no. 000-51593)
|
|
|
Request to Withdraw
Registration Statement on Form
S-3
|
Ladies
and Gentlemen:
In
accordance with Rule 477 under the Securities Act of 1933 (the “Securities Act”),
SunPower Corporation (the “Registrant”) hereby
respectfully requests withdrawal of its registration statement on Form S-3 (File
no. 000-51593), filed with the Securities and Exchange Commission (the “Commission”) on
January 25, 2007 and declared immediately effective upon filing with the
Commission pursuant to Rule 462(e), together with all exhibits and amendments
thereto (collectively, the “Registration
Statement”), with such withdrawal to be effective as of the date hereof
or as soon as practicable hereafter, on the grounds that such withdrawal is
consistent with the public interest and the protection of investors as
contemplated by paragraph (a) of Rule 477.
In
light of the Commission’s recent changes to Rule 144 under the Securities Act,
the Registrant has concluded it is no longer necessary to register the
securities subject to the Registration Statement.
The
Registrant respectfully requests that the Commission grant this request to
withdraw the Registration Statement and issue an order to be included in the
file for the Registration Statement to the effect that the Registration
Statement has been withdrawn upon request of the Registrant, with the Commission
consenting thereto.
SVI-55373v1
Please
contact Christopher Kubiak of Jones Day, counsel to the Registrant, at (650)
739-3904 if you have any questions with respect to this request.
| Very truly yours, | |||
| SUNPOWER CORPORATION | |||
|
|
By:
|
/s/ Bruce Ledesma | |
| Bruce Ledesma | |||
| General Counsel | |||
SVI-55373v1